The Marvelous Spider-Man: Season 1
by SonicInfinity
Summary: Bitten by a strange arachnid, the young Peter Parker finds himself gaining incredible abilities. As he soon learns that with great power comes great responsibility, he makes it his mission to protect the people of New York from injustice. Rising to the call of duty, he will make his presence known as the Marvelous Spider-Man!
1. Along Came a Spider: Part 1

**Hello, my name is SonicInfinity. So I was on Marvel's Animo for awhile, just chatting with everyone, and it made get to thinking about something. Look, we all know Spider-Man, right? Peter Parker, the webslinger, the bug of the Big Apple. And we all know he's been rebooted several times, mainly because of Marvel and Sony bickering over the rights, so Spidey never gets to finish what he starts.**

**I want to tell you guys about a dream of mine. I am actually an aspiring fiction writer, and one day, I saw my brother watching that live-action Supergirl TV show on the CW. That's when an idea struck me: what would a live-action Spider-Man TV show look like? I thought of actually pitching one onto the small screen someday, but then I learned that Marvel doesn't even look at unsolicited material. Also, I thought about how much the special effects in such a show would be more than what the small screen could pay for.**

**But I want to actually apply my skills as a writer by writing this. Here, there are no corporate strings to hold me back. So I am writing the idea I had for that live-action TV show. I am finally going to make this happen. That is why I am going to write this in the style of live-action TV show. And whether you guys like it or not, I am going back to basics. I am starting from the very beginning to create some world building, and I am am writing what will hopefully look like hour-long episodes, there will be an over-arching story, and I am envisioning what my show would actually look like.**

**So, before I get started, let's establish a few things first. First, no other Marvel characters will be making an appearance. I want to focus solely on Spider-Man's world and characters. I might bring in some other Marvel character if it helps the story along, but we'll stick to this for now. Second, he who dies_ stays_ dead. That's just it. And third, I will be taking inspiration from all kinds of Spider-Man media, comics, movies, TV shows, and video games, but be prepared for the unexpected.**

**So, without further ado, I give you my dream, my newest project, I give you, The Marvelous Spider-Man!**

* * *

May Parker finished pouring her coffee into a small mug, carrying to over to the table with a newspaper in hand. Examining the headline, she read about how crime-rates in Queens were escalating. The Chief of the NYPD believed it had something to do with dealings that the infamous Wilson Fisk had been getting up to under the NYPD's nose. May shook her head. "What some people won't do."

She quickly situated herself at the table to drink her coffee and down a bagel or two. She felt comfortable living her day to day life in this small apartment in Queens. It wasn't too close to all the cop chases and burglaries. Here, she and her family could live without worry. Her husband, Ben, managed to make enough money for the family simply through garbage collection. He always wished he could give more, but May always told him that as long as she had him, Peter, a roof over their heads, and food on the table, that was enough.

Peter. Oh, sweet old Peter. May could still recall the day she and Ben took the young man under their wing. Sadly, Ben's brother and sister-in-law made the unfortunate mistake of riding one of those ill-fated airplanes on September 11, 2001. Within a moment, the fate of their family had changed forever. Fortunately, May and Ben were there for the young Peter, happily welcoming their nephew into their humble home. And over the years, they had grown fond of the young man. It was almost like he was their own son, like they were his true parents. They wanted only the best for him, and hoped to raise him into a strong, caring, respectable man.

Suddenly, the door opened, and May looked up to see her dirty husband walking into the room. "Whoo," said Ben, wiping some sweat off his forehead. "Honey, if you ever need work, DO NOT do into garbage collection. Please."

"Oh, you're home early, aren't you?" said May, setting her mug down.

"Nah, just forgot my lunch bag, that's all," said Ben, walking over to the fridge and opening it up. "So, your day been going good so far?"

"Hmm, warm, bitter coffee, sunny day outside, guess I can't complain," May shrugged.

"So what about Peter? You see him off?" said Ben.

"See him off? But hasn't he left already?" May said.

"No, I saw him still in bed when I left this morning."

The two looked at each other in silence before getting eyes of horror, as they rushed to their nephew's room, yelling out his name.

* * *

Inside Peter's room, it was a mess. Papers were left on the floor, and the laptop was still running. Peter was laying down on his bed with the cover on top of his head. He had pulled an all-nighter to complete all the homework that had been heaved on him the previous day, so by the time he finished, he practically konked out right on his bed.

However, May and Ben's voices were heard as they banged on the door, demanding Peter open up. Groggily, Peter opened his tired eyes to look at the door, and reluctantly walked over to open it.

"Peter, are you still sleeping?" May said, panicked.

"Um, yeah," said Peter. "What time is it?"

"7:45," Ben said.

Suddenly, Peter eyes bugged out. "Oh, shoot! I was working so hard last night I forgot to set the alarm!" Quickly, he ran inside his closet and scrambled to find something to wear, before eventually, pulling on some old jeans, and putting on his favorite hoodie, with red and blue patterns.

Quickly, he ran into the kitchen, and reached into the cupboard to yank out some Pop-Tarts, quickly trying to wolf them down. "Easy, kiddo, don't forget to chew," Ben teased.

"Uh, sorry to go, guys, I think I can still make it if I run!" yelled Peter, about to dash out the door.

"Hold it!" May called after him, holding out his backpack. "Forgetting something?"

"Oh, right, thanks, Aunt May," Peter said, gratefully taking his pack.

"Hold it!" said May, holding out his reading glasses. "Something else?"

"Right, right," said Peter, quickly taking them as well.

"Hold it!" said May again. "And the most important thing?"

"Oh, alright," Peter sighed, walking up to give Ben a hug and May a kiss on the cheek.

"Attaboy," said May. "Now good luck, don't talk to strangers, we love you more than life itself, all that stuff."

"Love you guys, too, okay, bye!" Peter said as fast as humanly possible. He quickly bolted out the door, leaving May chuckling to Ben.

"What are we gonna do with that boy?" she asked.

"Whatever we like," Ben said. "He is our very own pride and joy."

* * *

Peter began bolting to reach his school, Horizon High. But unfortunately, it wasn't as easy as Marty McFly skateboarding to his school to the beat of "The Power of Love" by Huey Lewis and the News. No, he actually had to run about three blocks to actually get there, and by the time he finally had the school in his sights, he could already hear the 8:00 bell ring. Peter sighed as he knew he was in for a lecture once he got in there. As he approached the steps, he noticed a stack of papers sitting on a bench outside. Curiously, he picked them up and figured he might as well turn it in to the lost and found.

He opened the door, and could see most of the students still trying to get to class. He hoped that he could blend in, but not two steps into the building, he heard an all too familiar voice.

"Late again, Mr. Parker?" Peter reluctantly turned to face the school principal, O'Neil. She was an African-American woman with glasses and her hair done up in a bun, a professional shirt and skirt, and fierce and angry look on her face. Peter knew one should never get on her bad side, or she's show no mercy.

"Sorry I'm late, Principal O'Neil," Peter winced. "It's just, I was working so hard on my project last night, I forgot to set the alarm and then I-"

"Late is still late, Mr. Parker," O'Neil seethed. "I told you before, did I not? You keep cutting it close like this, you may just find yourself in summer school someday."

Peter was about to say something back, but suddenly a new female voice rang out and said, "Oh, Peter, you're back!"

Peter turned to face his life-long best friend, Mary-Jane Watson. She was sporting a friendly smile and walked up to Peter and O'Neil completely unintimidated.

"So you did get my papers back! Thank you so much for going outside to get them!"

"Your papers, Ms. Watson?" O'Neil said with an eyebrow raised.

"Oh, I'm so sorry, Principal O'Neil," Mary-Jane explained. "It's just I left my biology papers out on the bench out there, and class was about to get started, so Peter here gallantly offered to go get them for me. So you see? He's not late _per se_, he just wasn't in the building when the bell rang."

"Is this true, Mr. Parker?" said O'Neil, still not convinced. "I thought you said your alarm didn't go off."

"It's true, but Peter managed to make it in time," said Mary-Jane, cutting off Peter before he could respond. "Why? Didn't you see him come in before?"

"Well, no, I-" O'Neil started.

"Well, I won't tell about our slip-ups here if you won't," Mary-Jane added.

O'Neil just stood there confused, until she just shook her head and walked back to her office, saying, "Just get to class, you two."

"Whoo, thanks, Mary-Jane, I thought I was done for," said Peter, as the two began to walk away to class.

"Peter, I hope you stop cutting it so close all the time," said Mary-Jane. "You're lucky I saw you coming and set those papers out there so you'd have an excuse for not being in class."

"Well, it's good to know you'll always be there for me," Peter said.

"Maybe not forever at this rate," said Mary-Jane. "Eventually, they'll come after me, and then I'll get suspended."

"I hope not. Otherwise, I'd have no reason to show up everyday."

Mary-Jane chuckled and rubbed the back of her neck. Peter grinned as he remembered how far back the two of them went. It went all the way back to kindergarten. He remembered how they were making macaroni art until Flash Thompson decided to spill Peter's jar of macaroni all over the floor. Then all of a sudden, Mary-Jane invited him over to her table and offered to share of her own, and together, they made the teachers' favorite piece of the day.

Sometimes, Peter couldn't help but feel envious of Mary-Jane. She was everything he wished he could be. Bold, confident, fearless, refusing to take anything from anyone, as well as being just the sweetest person anyone could hope to meet. She always knew how to brighten his day, and he was happy to have such a caring friend.

"Besides, you don't wanna get detention on the day of our big trip to Oscorp, do you?" Mary-Jane asked.

"Hah! No way! I've been dying to go there for the longest time now! I still can't believe Harry could never get us in. I mean, his dad _is_ the CEO, isn't he?"

"They do a lot of secret stuff over there," Mary-Jane shrugged. "They don't want just anyone looking at it. Just wait, though, Peter. Today's gonna be so cool!"

* * *

"C'mon, kids, single file!" said their biology teacher, leading all the students out of the room towards the bus outside. "This way to Oscorp, my friends."

As they began to board the bus, Peter and Mary-Jane spied a familiar face in the seat near the front.

"Hey, Harry!" Mary-Jane greeted with a smile. "What are you doing sitting here up front all by yourself?"

"Oh, nothing," said Harry. "Just thinking about what Dad's got in store for us once we get there."

"We got room over there?" Peter asked.

"Sure," said Harry, giving a small grin, though barely noticeable. So Peter sat down beside Harry while Mary-Jane situated herself right behind them.

"Is there room for one more, m'lady?" came another voice that led to the three friends groaning. They turned to see Flash Thompson boarding the bus.

"Not a chance, Mr. Thompson," said Mary-Jane. "Not until you learn some manners."

"Hey, I could've opened the door for you if you didn't get here first," said Flash.

Peter rolled his eyes. He could remember Flash Thompson giving him trouble since kindergarten. He was always picking on Peter just for reading instead of playing sports with everyone else, and he hasn't let up since. Flash liked to view himself as just this manly jock who was a master of all sports, and for that, he had most of the students at school eating out of his hand. And worst of all, he had a not-so-secret crush on Mary-Jane, and was constantly trying to woo her. Heck, sometimes, he pretended to be a friend to Harry or Peter just to get closer to her.

Flash was tall with flat, blond hair, and had a condescending look on his face. Peter was just trying to ignore him, hoping he'd eventually leave.

"We're sitting her on our own, Flash," said Peter. "Just go away already."

"Hey, if you're too big of a chicken to flirt with a beautiful lady," Flash taunted, "then clearly, I gotta show you how it's done."

"I told you before, _Eugene_," said Mary-Jane. "Peter and I are just friends."

Flash seemed ready to scowl at the usage of his real name, but the bus driver suddenly called out to him. "Mr. Thompson, please take your seat, and leave the other students alone for once."

Flash growled under his breath but reluctantly went to another seat.

"Finally," said Peter, "he's the last thing we need on a day like today."

"I'm surprised he was invited on a trip like this," said Harry. "Something tells me genetics and mechanical physics are out of his league."

"Just like I am," said Mary-Jane, chuckling.

Peter and Mary-Jane had met Harry Osborn in fifth grade. He had only recently joined their school, and Mary-Jane suggested that they sit next to him for lunch. Harry seemed like an aloof kid at first, but that's when they learned of his mother's passing. She had died of a rare genetic disorder, and Harry's father had felt just a little distant from his son since then. Fortunately, Peter and Mary-Jane managed to get him to open up, and he was a pretty good kid at heart. A little hot-headed, and still aloof to anyone he didn't know, but still a good friend where it counted.

Peter was a thin kid with brown hair, blue eyes, and a gentle disposition, Mary-Jane was tall, redheaded, and wore glasses, and always had her hair in a small ponytail. Harry was a bit lanky, had black hair over his forehead, and had a more rugged look to him. The three seemed like an odd grouping, but they always trusted and liked each other.

Finally, the bus driver closed the door and shifted the bus into drive. They were on their was to Oscorp, a multi-million dollar genetics company, founded by Harry's own father, Norman Osborn. Peter and Mary-Jane had always been curious about what happened at such a company, but Harry always told them that his dad got up to some mysterious things there.

* * *

"Alright, everyone, single file, and just follow after me, please," said the class's biology teacher, Mr. Peck. He was a tall man with balding hair and glasses in front of his eyes. "Just around the corner lies a facility beyond your greatest preconceptions."

The class saw a bunch of scientists walking around the lab they were in. Some were looking at screens, some were writing notes on clipboards, and other were experimenting with chemicals and peeking at strange things under a microscope.

"Ah, hello there," came a new voice. Everyone turned their heads to see a short man in a lab coat walking closer to them. "You must be tour group from Horizon High. I am Dr. Curt Connors. I'm one of the lead geneticists here. Such a pleasure to have you all here."

"No, the pleasure is ours, Dr. Connors," said Mr. Peck. "I mean, Oscorp has been funding Horizon High's science programs for years now. We figured it only fitting to introduce our good students to the brave and intriguing work you do here."

Peter looked Connors over, until he noticed something that made him gasp. "Dr. Connors, your arm!"

Connors looked a bit glum and looked at his right arm... or rather, where his right arm was _supposed_ to be. "Ah, so you noticed. Yes, that was an unfortunate accident from long ago. See, I was doing some hiking in the mountains, until there was a rockslide. I was trapped with my arm under a boulder for four hours. By the time a group of rescuers finally found me, they said it must be far too infected by now. They had to amputate it on the spot."

"Ouch," said Peter.

"No worries," said Connors, flashing a warm smile. "I've adapted. I guess you could say I've... evolved?" He chuckled to himself before continuing. "Anyway, I'm glad to have you all here, so that now we can introduce you to the type of work we do around here."

He lead the class around the room, stopping at a large computer screen that seemed to be giving off numerous calculations at once. "See, our goal here is use genetics to help people's lives improve. Do you know about something called epigenetics?"

"Oh, yeah!" Peter said quickly, raising a hand. "That's like turning certain genes in our DNA on and off."

"A wise young lad, I see," said Connors, grinning. "Yes, you see, everything about us, from the color of our hair to the number of teeth in your mouth, is decided by a plethora of genes that exist in our DNA. Our bodies read information from these genes and translate it into traits for our body. But the thing is, not every gene may necessarily be used. Sometimes a gene exists, but it's been turned off. It doesn't do anything. It doesn't allow its information to be translated. But, there is a way to turn those dormant genes on. Most living creatures possess all kinds of potential, and by turning those genes on, that potential is unlocked.

"Of course, sometimes the opposite rings true. We can not only turn genes on, but turn them off too. That's a good way to deal with something unhealthy about your body. You can basically change yourself to become whatever you want."

"So, how does that help?"asked a random student.

"How else? said Connors. "Mr. Osborn founded this company on the grounds of curing the sick, healing the weak, just fixing what's wrong with our bodies. We are leaders in the research of curing genetic disorders and other types of illnesses."

"Child's play," came a mysterious new voice. Everyone turned to see a tall, brown-haired man with a wrinkled forehead, pale skin, and a mature and serious look on his face. "Aren't you going to introduce them to the best part of the tour, Curt?"

It didn't take a genius to know who this man was. It was Norman Osborn himself.

"Mr. Osborn!" said Connors, surprised. "I didn't expect to see you in today!"

"Hey, I couldn't possibly miss today," said Norman. "Not the chance of inspiring our future generation. Nice to have you all here." Then he noticed his son standing the background. "Hey, Harry, what're you doing hiding back there? Why don't you come forward and introduce yourself?"

Harry wanted to growl, but now everyone was staring at him. Reluctantly, he walked forward and stood beside his father. "Yes, hello, I am Harry Osborn, my dad loves to embarrass me, we're all here, so let's try to have a good time."

"So, Harry, how's it been going in school?" said Norman.

"Straight A's, thank you very much," said Harry.

"Getting to school okay?"

"Still in one piece."

"Got lots of friends, right?"

"Got enough." Harry looked at his father upset. "Can I go back to the group now? We came here to learn, not to invade my school life."

Norman looked upset for a moment, but he quickly hid it and gave his son a gentle push back towards the group. "Well, then, we've been working on something interesting here at Oscorp. We've been exploring a new frontier we like to call neogenetics. I assume Dr. Connors has taught you all about epigenetics, but this is the next step."

He lead everyone towards a small, glass pen where there were lizards inside, flicking their tongues in and out. "Neogenetics means that we figured out how to transplant a gene from one organism to another. Like with these lizards right here. See, these are iguanas, a specific species which means that they can't do what most other lizards can. Right?"

"Right!" repeated the class.

"Wrong! Take a look at this," said Norman, opening the top of the cage and dangling a banana near the top. One of the iguanas inside took notice of this, and in a surprise move, stuck its feet to the glass wall and began climbing towards the banana.

"What!?" said Peter out loud. "Since when could iguanas do that?"

"Since Dr. Connors here figured out a way to insert the genes that give a gecko sticky feet to an iguana," Norman explained.

"Indeed," said Connors. "I've always been fascinated by these little guys. All the amazing things they can do."

"So what do you hope to accomplish by doing stuff like this?" said Mary-Jane, somewhat skeptically.

"Well, this was just a test," said Norman. "But if our research gets advanced enough, we could completely rewrite the DNA of any living creature. And with technology like that, we could make ourselves stronger, better, free from the burden our own genetic code has placed on us."

"Oookay," said Mary-Jane, skeptical of that answer. Peter thought about this new frontier, but Mary-Jane made a good point. What use would genetic technology like this possibly be? It's almost like there was another reason...

"Well, now's probably a good time to take a break," said Mr. Peck, turning to face his students. "I need to use the restroom, so you all stay put right here until I get back. Maybe use this time to work on some notes, okay?"

The students nodded, and Mr. Peck left for the nearest bathroom. Some of the students decided to wander around and check out the equipment. Mary-Jane decided to look at the lizards inside the glass cage, and she felt a little bad for them for being used as guinea pigs. She actually kind of wanted to set them free. Harry decided to sit in a chair and take a few notes of the lab, and Peter stood off to the side, examining everything from a distance.

"So, what do you think, Peter?" Peter heard Norman's voice from behind him. "I know you've wanted to check out my workplace for the longest time now."

"Yeah, it's something alright," said Peter. "I figured you'd be talking to Harry right now, though."

"Mmm," Norman grunted. "He's not in much of a mood to talk to me now. I wonder what's bugging him?"

"Well, sir, at a guess," said Peter, "maybe he's just upset that you had to meet up at work instead of at home."

Norman paused for a second when he heard that. "I know he wishes that I was around more, but the work I'm doing right now, it's just too important to ignore."

"Well, maybe he wouldn't feel so bad if you just left him a note in his lunch bag every once in a while," Peter suggested. "Or maybe _made_ him a lunch bag."

Norman remained silent, until Connors approached. "So, you must be Peter, right?" he said. "Mr. Osborn's told me all about you, Harry, and Mary-Jane. I hear your really into this sort of thing."

"Yep," said Peter. "I was always reading up on stuff since I was a kid. My uncle Ben always said that I had a gift. And he always said that I should use it to help people. So that's just what I want to do."

"Good, that's what we work to accomplish here at Oscorp," said Connors. "We want to design some things that could save lives someday."

Norman looked down at Peter's face, which showed off the young boy's excitement and eagerness. Somehow, Norman couldn't help but see something of himself in Peter. Just a desire to make a change in the world. Then again, that was a long time ago. Changing the world wasn't so easy anymore.

"Say, Peter," he said suddenly. "I think I can recognize that kind of fire in your eye. I want to show you something special."

"Really?" said Peter. "What is it?"

"Just follow me," said Norman. "Curt, you come too."

Connors and Peter looked at each other confused, but decided to follow after Norman, who led them to a different lab and opened a mysterious door that led into a dark room. They entered, and Norman turned on a light switch, revealing a table that seemed to host some kind of ant farm.

Peter walked closer to the table. No, it wasn't an ant farm. Because inside... were spiders. Peter squinted. They didn't look like any kind of spiders he'd seen before.

"Are these... spiders?" he asked aloud.

"Mr. Osborn, are you sure about this?" said Connors. "I thought we agreed to keep this project a secret."

"Relax, Curt," said Norman. "I know Peter. He can keep a secret."

"Just what is this anyway?" said Peter.

"It's something we dubbed, Project Arachnia," explained Norman. "See, remember what I said earlier about neogenetics? Well, led by Dr. Connors here, we've been trying to design a genetic serum that could help people with motor disabilities."

"Yes, yes, indeed," said Connors. "Norman came to me with this idea a long time ago, so I had an idea to use these specially bred spiders to perfect it."

"What do mean, 'specially bred'?" said Peter.

"I mean, they are not _true_ spiders," said Connors. "We bred them to a crossbreed. A hybrid. We used genes from certain arthropods as part of a genetic recipe for the perfect spider." He pulled a clipboard from out of a desk. "We started with your basic spider. An American House Spider. Nothing special there, just webs, crawling on walls-"

"And a venomous bite?" said Peter, a bit apprehensively.

"Oh, no," said Connors. "We suppressed that gene actually. After that, we applied the DNA of a jumping spider. We gave them the ability to jump great distances, hopefully to help improve the ability to move while under greater stress. And then, we added the DNA of a mantis shrimp."

"Whoa, a mantis shrimp?" said Peter. "But those things are strong enough to break aquarium glass!"

"Precisely why we made the walls of our little spider farm so thick," explained Connors. "Hopefully, that portion will make people's muscles stronger."

"So, just one question," said Peter. "Why spiders?"

"They are rather resilient creatures," said Connors. "The small creatures of the arthropod family possess some skills that should make us jealous. Besides, they're so much easier to work with."

The three men walked up to the lid on top of the spider farm, and Connors carefully opened it up. Carefully, he used a tissue to pull out of of the spiders and present it to Peter. Peter looked closely at it, and saw that it was brown and hairy, yet possessed a few black markings on its back. One of its eight legs was being gripped by Connors so it wouldn't escape. The little arachnid could probably fight if it wanted to, but it remained docile.

"Well, that's... fascinating," Peter said, unsure of what to think of this.

"It's quite a project," said Connors. "We've experimented with making the serum with these little guys, but to no avail. Of course, they may still have some of that serum inside of them now." Carefully, he opened the lid back up and prepared to place the spider back inside.

"No avail, always to no avail," Norman suddenly said, getting Peter and Connors's attention. "We've been at this for how long, Curt? When do we finally make a breakthrough?"

Unbeknownst to anyone, another spider from inside the spider farm jumped outside of the container. It was so small it went unnoticed, so it crawled under the table before jumping to the floor and crawling away again.

"It's okay, Mr. Osborn, we'll make a breakthrough someday," said Connors. "I just know we're gonna change the world with this."

"Well, someday might be too late, Curt," Norman said solemnly. "Especially if..."

"If?" said Peter. "If what?"

"No, nothing, just forget about it," said Norman, turning to face the two as Connors finally put the arachnid away and closed the lid. "Maybe you should head back, Peter. Your teacher's probably looking for you."

"Erm, okay," said Peter, turning to leave.

"And remember, this all tip-top secret," said Connors. "Not a word to anyone."

Peter gave them a thumbs-up. "No worries. I can keep a secret." As he turned to go, no one noticed that the spider that had escaped had descended from the ceiling by a web and landed on the back of Peter's neck.

As Peter reunited with his class, he saw that Mr. Peck had finally returned. "Now then," said Mr. Peck. "Let's continue with our tour, shall we?"

"Where'd you go, Peter?" said Mary-Jane, walking up to Peter as they followed Mr. Peck.

"Oh, nothing, just wanted to see what one of those computers was analyzing," Peter quickly lied.

At this point, Peter felt something tickling his arm. In fact, it was moving towards his wrist. Looking at his sleeve, he suddenly felt a huge pain in his wrist and screamed out loud.

"Mr. Parker?" said Mr. Peck, turning around. "Is something wrong?"

"Ow!" Peter moaned, flailing his arm and then pulling up his sleeve. His suspicions were confirmed when he saw a red mark on his wrist. "I think... I think something bit me!"

"Oh, no," said Mr. Peck. "Are you going to be okay?"

"Um, yeah," said Peter, gripping his wrist. "Probably just a mosquito or something."

Nearby, a blonde girl suddenly spotted something on the floor. It was that very spider. Terrified, she quickly stomped on it before anyone could see it. Strangely, the arachnid wasn't dying so easily, but after a few more stomps, it was finally completely squished.

* * *

It was time for everyone to return home, but as they all got onto the bus, Mary-Jane couldn't help but notice that Peter had been awfully silent lately. In fact, he seemed a bit pale. She tried asking him what was wrong, but he kept reassuring her that he was fine. In fact, strangely enough, Peter had given her a reassuring tap on the shoulder, but it seemed like it his hand had gotten stuck to her sleeve for some reason.

Eventually, the bus returned Peter to his own house, and Uncle Ben and Aunt May were waiting for him by the entrance to their apartment. "'Bout time you got back, Peter," said Ben. "Just wanted to let you know that we got an interesting invitation from Norman Osborn."

"We did?" said Peter. "What for?"

"He actually wanted to invite us to his company's upcoming expo," said May. "He'll be showcasing some of Oscorp's newest hired inventors, and what they've come up with."

"But why us?" said Peter.

"I think Osborn's really taken an interest in you, Peter," said Ben. "What can I say? You're wise beyond your years. Maybe Osborn just wants to help you get a head start."

Peter actually liked the sound of that. The truth is he had always wished he could be somebody. He always looked around the people who live in New York, and saw all the amazing things that they could do. They helped people, and they could make a name for themselves. Time and time again, Peter wished he could be like that. At the very least, he wished he could get some respect. Outside of May, Ben, Mary-Jane, and Harry, everyone always looked down on him. They all thought he was just a wimpy nerd. But someday, Peter believed, he could change that. Ben once even told him, "Peter, never mind what everyone else says. Your a smart, resourceful, and strong person. Someday, people are gonna see that. So don't ever give up on yourself."

Suddenly, Peter felt a little light-headed. Holding his head, he felt himself nearly fall forward. Concerned, May ran over to him. "Peter! Peter, are you okay?"

"I'm, I'm fine, Aunt May," said Peter, standing up straight. "Just feel a little dizzy is all."

Aunt May gasped when she saw the bite mark on Peter's wrist. "Oh my goodness, Peter, what is this?!"

"It's just a little mosquito bite or something," said Peter.

"No, no, said Ben, examining the mark. "I recognize this kind of bite. It's a spider bite."

"Huh?" said Peter, slowly dawning with realization. "Did you say 'spider'?"

"Spider!?" said May. "Oh, no, we need to get you to the doctor!"

"Relax, May, most spider venom isn't lethal to humans," said Ben.

"Then why does he feel so woozy?" said May. "C'mon, we need to go!"

She ran off to go get the car, leaving both Peter and Ben rolling their eyes.

* * *

Peter sat on the doctor's table with Ben sitting in a nearby chair while May was nervously pacing around the room. Peter loved Aunt May so much, but frankly, she had a tendency to smother him. Though in her defense, she had to witness her brother-in-law and sister-in-law die in a horrific plane crash. May had been unable to think about what would have happened had baby Peter been on the plane, if Richard and Mary Parker hadn't left their infant son with Ben and May. Ever since then, May had been a little overprotective of her family.

May and Ben were still pretty young, just under forty. May had curly, black hair and soft, blue eyes, and Ben had sand-colored hair with a muscular build and brown eyes. Frankly, they had always been Peter's closest family, and he always felt grateful to have them.

Finally the doctor came back into the room. "Well, good news, Mr. Parker, it wasn't a really dangerous spider or anything. You may feel a little woozy for a while, but you'll be fine."

"Oh, good," said May, finally relaxing.

"How did you get bit by a spider anyway, Pete?" said Ben.

"I, I don't know, must've happened when I was at Oscorp, I guess," said Peter.

"It's definitely strange, though," said the doctor. "We can't seem to directly identify the type of spider by its venom. It's unlike anything we've ever seen. Still, its venom isn't worse than most of your typical house spiders. All your vital signs are normal, you're as healthy as a horse. Just go home and get some rest. You should feel better in the morning."

"Amen to that," said May. "Ugh, I really hate spiders."

* * *

It had been a few days since the trip to Oscorp, and Peter was finally feeling better. Right now, it was the weekend, and Peter decided that he wanted to go eat at a new burger joint that was opening nearby. He wandered down the street, seeing many people walking around him. Unknown to him, there were a pair of twelve-year-old boys getting ready to prank the people down belong with water balloons. One of them saw Peter about to walk by, and chuckling mischievously, readied a water balloon. As soon as Peter was underneath him, he let the balloon go.

However, at that moment, Peter feel a strange sensation over his whole body. It was like time was slowing down around him, like everyone and everything was in slow-motion. He felt this buzzing sensation in his head, which felt almost like some kind of arrow in his brain pointing upwards. He decided to look up, following the buzzing sensation's urging, and spied the water balloon about to splatter all over him.

"Whoa!" he cried out. He tried to move to the right, though he expected to fail to dodge it. But then, something peculiar happened. He actually leaped off of the ground, and twisted his whole body around in the air. He succeeded in dodging the water balloon, but then he fell flat on his face. He groaned as he got up, and was just as confused as the kids above him were about what on earth just happened.

As he was pushing himself back up, he felt a lot of tingling on his skin. He felt weird about it, but then he noticed some woman walk past him, and the tingling sensation got stronger as she walked closer, and it seemed to go off every time she took a step. Peter was very confused, and as he got up, thought, _Maybe it's only puberty? Question mark?_

* * *

As Peter walked into the burger joint, there were three mysterious men outside. One man was rather short, with a purple jacket, short, black mustache, of Asian descent, and though he was small, he was strong, muscular, and cunning. Another man was very tall and burly, large shoulders and muscles and messy, red hair. The last man resembled a cowboy, with a cowboy hat and leather vest over his green shirt, and he was carrying a lasso.

"Ah, there's the new joint," said the purple-suited man. "Alright, simple task, boys. We go in, ask for the money, and get out. Piece of cake."

"I can't believe we were hired for something like this," said the burly man. "Dan, don't you think we're better than this?"

"Now, now, we don't want to make the boss mad, now do we?" said the cowboy, with a thick Southern accent.

"Montana's right, Ox," said the purple-suited man, apparently named Dan. "It's a simple job. But soon enough, the boss'll learn that Fancy Dan, Montana, and Ox are the best in the business."

* * *

Peter sat in a booth by himself, just chowing down on his hamburger and fries. No one else was in the restaurant. He was still trying to figure out what the heck happened back there. It was almost like... he could feel the vibrations of the woman walking. But that was ridiculous. Wasn't it?

Suddenly, he couldn't help but notice a loud conversation happening in the kitchen. He looked over to the order window, and saw that a man, which he assumed was the owner of the restaurant, was talking to someone he could not see. Curious, he managed to peek closer, until he saw the peculiar sight of a man in a cowboy suit. Raising an eyebrow, he made his way closer, and heard some of the conversation.

"I told you, I can have the money by tomorrow, okay? Please, I just need one more day!" said the owner.

"I'm afraid the boss's patience wears thin my friend," said the cowboy. "We gave you this money, and yet you still can't pay us back?"

"C'mon, I just need a little more time!"

"...No, no more time," said a purple-suited man. "I think maybe your withholding a bit more than you have."

"What? No, no, no, I swear to you, I don't have the money right now!"

"We'll see about that," said the purple-suited man. "Ox, check the register."

Peter was stunned, so he moved closer to the counter. He saw a big, burly man emerge from the kitchen, and walk over to the cash register. Peter hid behind the counter, and saw Ox open the register up, and start pulling money out. Peter peeked up to see what was going on, but Ox dropped a quarter, and as he bent down to pick it up, he managed to see Peter.

"Hey, kid, what do think you're doin'?" he said.

Peter cautiously rose from his hiding place, and said, "Uh, are you... supposed to be doing that?"

Suddenly, Ox pulled a gun out from his holster, and aimed it at the shocked teen. "You picked a bad day to get a burger, kid."

Peter's life flashed before his eyes as he saw Ox pull the trigger, and he moved left, but then his whole body twisted over in the air just like before. He managed to land on his hands and knees this time, and looked over at the stunned Ox.

"What the... come here, you!" he fired the gun again, but Peter was able to dodge again, and ran around the restaurant towards the door. However, Ox leaped over the counter and tackled the teen to the ground. "You ain't goin' anywhere!"

"Let me go!" Peter cried out, until he did something that shocked him. He pushed back against Ox with an incredible amount of strength, heaving Ox off of him and making him land a few feet away. Peter stood up, shocked at what just happened, but the dazed Ox stood up and charged at Peter. Peter jumped out of the way, and seeing that Ox was standing right in front of the door, he ran into the kitchen, as Ox shot some more bullets at him.

* * *

As Peter entered the kitchen, he quickly ducked under a table near the door when he saw Fancy Dan walking by. "Ox, what's going on out here? What are you shooting for?"

"There's some kid here," said Ox. "We can't let him see what we're doing."

"What? Where'd he go?" said Fancy Dan.

"He's in the kitchen! Didn't you see him?"

Peter noticed that he could feel more tingling on his skin, which gave him the image of Fancy Dan walking closer. He looked over to see that the owner was tied up by Montana, who stood watch over him. Peter felt afraid, but he knew he had to do something. He wanted to save the owner, but how? It was three against one. How could he-?

His thoughts were interrupted when Fancy Dan entered the kitchen. "Alright, kid, where are you!? I know you're in here!"

Peter looked around the kitchen, desperately trying to of a plan to save the owner and himself. Without thinking, he hid his head inside his red-and-blue hoodie, obscuring his face. Suddenly, he felt another buzzing sensation in his head, and turned to see Fancy Dan looking at him.

"Gotcha!" Dan grabbed Peter by his hoodie and tried to drag him out. Peter slapped at Dan to fight back, but then something white and sticky appeared on Dan's face. It covered up his eyes, and he began scratching at it, trying to get it off. Peter was confused, but then looked at his wrist to see some of that same white goop on it.

"Why, you little!" said Montana, suddenly rushing over. Peter ran out of his hiding place, as Montana began firing at him. Peter suddenly leaped onto Montana as soon as he ran out of bullets, and fought against him with surprising strength, knocking him back into the wall, dazed.

Ox had reentered the kitchen, and saw Peter now suddenly standing in front of the owner. "You're out of your league, kid. Give up!" He prepared to aim his gun, and Peter put out his arms and said, "Alright, come on, no one has to get hurt now. I mean, why don't we talk about this? I know! Burgers! On me!"

"Shut it!" Ox prepared to pull the trigger, but suddenly, more white goop blasted it out of his hand. As Ox looked over at where his gun landed in confusion, Peter suddenly realized that the goop was coming from his wrist. Ox ran over to grab his gun, but thinking quickly, Peter aimed his hand again, and launched more goop at Ox, hard enough to knock him over. He quickly ran over to Ox and punched him in the face, making Ox fall over and nearly pass out.

At this point, Dan finally got the goop out of his face and ran over to Peter, but Peter began dodging his attacks, feeling as though the buzzing in his head was allowing him to predict his moves. Eventually, Peter kicked Dan, and Dan stumbled until he tripped over Ox and landed painfully on the floor.

Suddenly, there was a loud siren outside. Peter looked through the window to see many police cars outside. Out of one emerged George Stacy, a well-known police lieutenant of the NYPD.

"This is the police! Come out slowly with your hands up!"

Ox, Dan, and Montana all stood up slowly and heard what Stacy said. "What? What're the police doin' here?" said Montana.

"Dan, let's just retreat," said Ox. "He really doesn't have enough money."

"Grr," growled Fancy Dan. "Fine, let's go."

Ox broke open a nearby window that led outside, and the men began crawling out. Peter ran over to stop them, but Montana suddenly swiped at Peter with his rope, knocking him to the floor.

* * *

Eventually, the police entered the kitchen with guns drawn, but they saw that Ox, Dan, and Montana had already left. They saw Peter finishing untying the owner.

"What happened in here?" said an officer. "We got a call saying the store owner was being held hostage and some kid was trying to fight back."

"That was us," came a voice. Everyone turned to see some kitchen employees walking into the room. "Sorry, those guys came in with these guns, and they told us we had to wait in the backroom, or they'd kill our boss. But then we noticed that this kid had them distracted, so we quickly called you. Good thing you were sitting nearby having some coffee."

"I see," said Lieutenant Stacy before looking at Peter. "So was that kid you?"

"Uh, yeah," said Peter, a bit out of breath. "I saw what was going on from out there, then they saw me, and I was trying to fight back, but..."

"Don't feel bad," said the owner, putting a supportive hand on the boy's shoulder. "I'd say you saved my life back there. If you hadn't shown up, I don't know what they would have done."

"But what were they doing here in the first place?" said Stacy.

"Oh, erm, they were just trying to rob me, that's all." Peter looked at the owner strangely. That's not what he overheard.

"Well, we'll need you to come down to the station later to answer some questions," said Stacy, "but first we better inspect for damage or some evidence."

As the officers began looking around, Peter asked the owner, "I don't get it, why didn't you tell them the truth?"

"Huh?" said the owner.

"I heard you guys talking in the kitchen. They said you were supposed to give them money by today?"

"K-kid, it's nothing you need to worry about," said the owner. "Those guys are nothing." He put a hand on Peter's shoulder. "But really, I can't thank you enough for saving my life. You're a good kid. I can see that. In fact, you're something special, aren't you."

Peter was stunned to hear that. However, the officers came back and asked the owner to come with them. Peter tried to tell them about what he heard, but the officers said they had to go right now, and that Peter should talk to them again later. Once they were gone, Peter looked down at his hands, still in awe at everything that had just happened. Was it true? Did he really just save a man's life? He did, and he felt... confident about it. In fact, Peter felt more confident than ever before. But still, something was bothering him. That strength, that goop, that tingling, just what was happening to him?

* * *

Later that night, Montana, Dan, and Ox arrived inside a strange building, only barely lit up, and walked over to a desk with a man sitting at it.

"So, no money, eh?" said the man at the desk. "I help him pay for that whole restaurant, and he still can't pay me back?"

"He said he didn't have enough," said Ox, "but we knew he was lyin', boss. That's why we had to take it by force."

"He said he didn't have enough?" Suddenly, all three men felt a sharp slap to their cheeks. "Are you nuts! Why would he lie about that!? You just needed to go back tomorrow, but instead, you caused a scene! That's why that kid got in your way, huh?"

"But, boss-" said Montana.

"No buts!" said the man, rising from his chair. He was very tall, and had huge arms, a huge torso, a bald head, and was wearing a black suit. "Do you think I took control of this city by making a scene? No! You have to play nice, that way no one will ever expect you to be the crook. Trust me boys, I've been doing this for years. I've spent years getting people on my side, and giving them all a reason to _not_ double-cross me. Soon enough, they all bowed to my whim. But now, I think I'm gonna have to make sure no one knows that you three idiots work for me. Otherwise, it's all over."

"Wilson, we're really sorry, but-" said Dan, but suddenly got punched by his boss, sending him flying across the room.

"That's Mr. Fisk to you, Brito. Just learn to follow my lead, boys." The boss left his desk and walked towards his men. "This is why they call me... the Kingpin."

**To be continued...**


	2. Along Came a Spider: Part 2

"I can't believe it's finally happening!" said Adrien Toomes, tightening a couple more bolts on his device. "All this time, all the money we've invested, and it's about to finally take flight! Literally!"

"You sure this hunk of junk can actually fly?" came another man in the room, who had graying hair and thick glasses, and a thin build.

"Mr. Bestman, I assure you, it's perfect now," said Toomes. "I've run all the calculations, and it's survived all our simulations. Now all that's left to do is make it fly in real life."

"And where's the poor sap you talked into doing that?" said Bestman.

"Sap?" said Adrien. "We don't need any 'poor sap'. I've got your test pilot right here." He pulled his device off of the table and strapped it onto his back, and it expanded into huge jet pack that resembled green bird wings.

"Hmm, you look like some kind of buzzard," said Bestman. Toomes was actually a balding man with a pointy nose, and was wearing a lot of green.

"Real funny," said Toomes. "So you understand how it works, right? It utilizes magnetism and static electricity to levitate its wearer upwards, and then, I can use the controls to direct myself while flying."

Moments later, Adrien and Bestman were standing atop the roof of their workplace, the Horizon Labs. Horizon High and Horizon Labs were all funded by Horizon University, a prestigious scientific college that funded these places in order to inspire more people to finish their scientific endeavors. In fact, Horizon U. had Oscorp as one of its greatest benefactors.

"Okay, you jump off of that ledge, and we'll either be rich or mopping a green stain off the pavement down below," said Bestman.

"Trust me, Mr. Bestman," said Toomes. Without further ado, he leaped off of the roof, and dived down towards the streets below. As the pavement grew closer, Adrien squeezed the trigger on his suit, causing it to roar to life. Then, the suit finally pulled him upwards, and he soared through the air, just above the street.

"Hah hah! In your face, gravity!" Toomes said. Carefully, he worked the controls in the palms of his hands, and manged to fly himself a little higher, until he finally began soaring upwards. He had a little fun doing some tricks in midair, before turning around and landing perfectly back on the roof by Bestman.

"Not bad," said Bestman, "but what about the most important function? The parachute?" He suddenly gave Adrien a shove over the edge again, and as the pavement below grew closer, Adrien quickly pressed a button that let out a parachute, and he descended safely down to the streets below.

Quickly, he ran back up to the roof with an enraged look on his face. "Are you kidding me!?" he screeched. "What was that for!?"

"Hey, you're the one who told m to trust you. And trusting that your device is absolutely perfect like you said is one way of doing that, right?"

"Grr, well, a few more tests, and we should be ready for the Oscorp Expo. I'll wow Osborn, and he'll hand me a lovely little check to mass-produce these things," said Toomes.

"Um, you mean he'll hand _us_ a lovely little check?" said Bestman.

"No, Mr. Bestman, didn't you know? Osborn is giving money to the inventors only," said Toomes.

"What? But you never could have finished that harness with me!" said Bestman.

"You may have provided the resources and the lab to help me make it, but the invention's credit belongs to me," said Toomes. "Don't worry. Refrain from shoving me off anymore rooftops, and then I can give you your proper compensation, okay? Everyone wins!"

Toomes walked over to the edge and took off again into the air, while Bestman stood there sulking. He'd only agreed to help Toomes with his project because he believed that they'd both get to take credit for the invention. But if this was how it was going to be, he'd have to take things into his own hands...

* * *

It had been a few days since the whole ordeal at the burger joint. Peter had dropped by the police station in order to tell Lieutenant Stacy about everything that he had heard at the restaurant, so they all tried questioning the owner more and more about the thugs's motives. But time and time again, the owner refused to say anything more on the matter. Peter would have spent long time puzzling over that fact, but there was something else that was bothering him. His body was... acting all weird. And if he could believe his science teacher, that wasn't supposed to happen for another year or so.

It was just another morning one day as Peter got out of bed, pushing the covers off. But then, the covers started sticking to his hand. Peter was stunned, and he shook the covers until they finally fell off. He held a hand to his forehead, trying to make sense of what just happened, but then, his fingers stuck to his forehead. He tried to pull them off, until he felt like he was about to rip the skin of his face off. Fortunately, that didn't happen, and he got his hand off, and decided to quickly get dressed.

Then, he opened the door, and then one of the hinges on it was ripped off.

"Whoa!" said Peter, looking at the door in surprise. He looked at his hands in shock. "_Seriously, what is happening to me?_"

"Peter?" said Aunt May from the kitchen. "What's going on in there?"

"Uh, I think the door is broken," said Peter. May walked up to Peter's bedroom, and just about dropped her cup of coffee.

"Peter!" she shouted. "What on earth happened here!? What have we been feeding you?"

"It's, uh, it's probably just termites or something," said Peter, even though as he said this, he wasn't really believing it. "Yeah, that's it, termites must've chewed up he wood around that hinge. That's why it just fell off."

"Are you sure?" said May, bending down to examine the door. "Those termites must've been starving!"

"Door was probably just getting old," said Peter. "Uh, look, I should probably get to school. I'll help you fix it when I get home."

"Now?" said May. "But school doesn't start for another hour."

"Well, I figured I'd just get there early, you know, catch up on some old homework. I mean, Mr. Peck's been brutal with us lately."

"Well, okay," said May. "Have a nice day."

Peter gave May a quick kiss goodbye, and grabbed his backpack, some toast, and then went for the door.

* * *

As Peter walked to school, he couldn't help but stare at his hands again. Why were they so sticky? And how did he rip that door out? It was just like back at the burger joint. Whatever was going on with him, it was getting worse.

But he didn't understand. The doctor told him that he was fine. Could he have overlooked something? Peter arrived at Horizon High, trying to think: when did all this start?

Wait, actually, the first time he felt really weird was... back at Oscorp. Back when that bug bit him.

Peter entered through the doors, but shortly after entering, he heard a familiar voice. "Hey, Parker, look at you, you're early for once." Peter turned around to see Flash Thompson standing behind him. "What's the matter? Late for your date with the librarian?"

"Buzz off, Thompson," said Peter. "I've got enough on my mind."

"C'mon, Parker, learn to take a joke," said Flash, giving Peter a shove on his shoulder.

"I said buzz off!" said Peter, pushing back.

"You looking to start something?" said Flash, shoving back even harder.

"Buzz off!" said Peter, giving Flash a shove. However, this shove was somehow strong enough to send Flash flying a few feet.

Peter stood there stunned, as Flash stood up and said, "Whoa! You been lifting weights or something?"

Peter was silent for a second, but then lifted his hands in what he hoped was a peaceful reaction. "Look, let's just cut it out now, okay? We're fine."

"You send me flying and you think we're fine?" said Flash. He tried to punch Peter, but suddenly, Peter managed to block the punch with his bare hand, and didn't really feel any pain.

Flash was baffled, but then tried to throw another punch, but Peter blocked that one too. "I mean it, Flash, enough!" said Peter. But Flash was having none of it, and managed to kick Peter in the stomach. "Okay, that's it! You asked for it!" Peter grabbed Flash by his arm and got behind him, twisting his wrist around. This wasn't supposed to hurt that much, but then, Flash cried out in pain, making Peter stop.

Flash moved away from Peter, clutching his wrist in pain. "Wha- what is with you today? I think you broke something!"

"HEY!" came a harsh voice that made both Flash and Peter shudder. They turned to see Principal O'Neil walking towards them. "Just what is going on here?"

"Parker just snapped my wrist or something," said Flash.

"Peter?" said O'Neil, looking confused. "Um, are you sure?" Peter secretly rolled his eyes at his teacher bewildered expression.

"It was definitely him!" said Flash. "He grabbed my wrist and just about popped it off!"

"Is this true, Mr. Parker?" said O'Neil, crossing her arms.

Peter felt himself sweating. "Well, yeah, but, but only 'cause he was trying to punch me!"

"Mr. Thompson?" O'Neil said, peering over to Flash.

"Wha- hey, hey, can we just agree that he did worse to me than I did to him?"

"Did you try to punch Peter, Mr. Thompson?" O'Neil demanded.

"Um, maybe," said Flash.

"You boys know better than to try something like this!" O'Neil said. "For that, you both have detention. Tonight."

* * *

Adrien Toomes made his way towards his lab at Horizon Labs, about to check on his invention and make sure everything was working properly. As he opened the door, he was stunned to see something strange in front of him. It was Norman Osborn shaking hands with Mr. Bestman.

"Well, I can't wait until the Expo then, Gregory," said Norman.

"Just you wait, this harness is gonna be revolutionary. Heck, maybe someday, I can finally make that hoverboard from Back to the Future: Part II happen," said Bestman.

"What's going on here?" said Toomes. "Mr. Osborn, what are you doing here?"

"Oh, Gregory here called me to come over and officially make his entry into the Expo. He says that this flight harness he's been working so hard on is finally ready."

"_His_ flight harness?" Toomes said, baffled.

"Well, I can't thank you enough for helping me actually make it, Mr. Toomes," said Bestman. "It was a long, bumpy road, but you helped me make my genius idea a reality."

"Yes, good work, Mr. Toomes," said Norman, giving Adrien a pat on the back. "I'm sure all you boys' hard work will pay off soon enough. Gregory's invention should make headlines at his demonstration at the Expo in a few days."

Norman then walked outside, leaving Adrien shocked. He tried to follow Norman, but Oscorp's CEO was long gone. Angrily, Adrien walked back into the lab and confronted Bestman.

"I can't believe this!" he yelled. "You stole my invention!"

"It's my invention now," said Bestman. "Gotta say, Norman was easy to dupe. When I've been buying everything, paying for everything, everyone thought I was the most involved. You know, you really shouldn't have insisted on waiting until the Expo to surprise everyone. 'Cause of that, no one even knew you had anything to do with this project."

"Wha- You- You won't get away with this!" Adrien declared.

"No, I already have," said Bestman, getting ready to leave the room. "I've got the harness, all your notes and blueprints, and you typed them all on the computer, too, so you can't compare handwriting. Really, you made my job so much easier."

Bestman walked outside, leaving Toomes steamed. "No," he whispered to himself. "No, he won't get away with this."

* * *

At the end of the day, Peter and Flash were sitting in a classroom, O'Neil watching over them. Flash was glaring at Peter the entire time, but Peter was doing his best to ignore them. Peter was definitely not happy to be in detention for a petty fight like this. Yet it all came down to that bizarre show of strength that hurt Flash's wrist. He'd seen the nurse already, and she reassured him that it was just sprained and he would be fine. But this strength, these sticky fingers, even that white goop from his wrist, it was all driving Peter crazy. He was dying to know what was going on with him, so he decided to make use of this time to figure out what was up.

All he knew was that it must have something to do with that spider that bit him. It had to have been one of those spiders that Mr. Osborn and Dr. Connors had shown him. What was it they had told him about them? He remembered that they were being used to make some kind of serum. Dr. Connors had mentioned that some of that serum they were testing was still inside of them. Wait, the serum! That's it! The serum was meant to use the DNA of those spiders and inject it into people to change them, but when that spider bit him, he absorbed that serum into his cells. And the serum injected some of that spider's DNA into his own genetic code.

Peter thought harder about that. He recalled that Connors had mentioned that the spiders were part jumping spider and part mantis shrimp. A mantis shrimp had the strength to bash through aquarium glass, and jumping spiders had the agility to leap high, flip, and maneuver through the air. That's where Peter's newfound strength and agility was coming from, except with his human body, those things were turned up to eleven. And of course a spider can stick to any surface. That's what was happening with his fingers.

But then he had to think harder about some other things. When Flash had hit him earlier, it didn't really hurt very much. It was as if serum had made him tougher, too. He thought about how a spider could do that, and he thought about exoskeletons. For something as small as a spider, an exoskeleton was a tough and nigh-impenetrable shell. Was... was _he_ growing an exoskeleton now? That thought terrified him. Was he going to mutate into a hideous spider creature like the Fly? Peter suddenly started gasping for air, but he looked down at his arm. He decided to try to pinch his skin, and then he felt that his skin was actually pretty tough. Fortunately, it also still seemed malleable and squishy, like it always had been. So it wasn't _truly_ an exoskeleton, but it seemed as though he'd absorbed some sort of gene that allowed his skin to be tough like an exoskeleton, but thankfully, not the actual exoskeleton gene. Good, because if Peter had to shed his skin or something, he'd freak.

Then there was that white goop he sprayed those burglars with. It wasn't goop at all. It was webbing. It was as if he'd absorbed the gene that gave spiders the ability to produce silk. Except it was in his wrists instead of... ugh, Peter decided to end that thought there. But it seemed he had spinneret glands in both his wrists, and he could somehow shoot webs out of them. Gross.

But then there was all that tingling and that buzzing. He had noticed lately that the hairs on his arms would stand up when something was about to hurt him. He tried thinking about what could possibly be causing all that, but then he remembered reading once that spiders had the ability to feel vibrations in their webs when a fly or beetle got stuck in it, and that the hairs on their bodies that could sense the changes in the air pressure around them. It was like some kind of... Spider Sense. And now it seemed that Peter had that ability, too. The hairs on his body could sense these things. He could feel vibrations through the ground, and it gave him an image in his head about what the environment around him was. And this new sixth sense of his worked well with his reflexes, leading to his body to act in response to the stimuli it picked up. And Peter decided that this Spider Sense was able to help him predict danger and upcoming threats. For spiders it was a simple dinner bell, but to Peter, it was a danger siren. He figured his own perception may have something to do with how it works, but thanks to his ability to sense vibrations in the ground and the air, his brain could be subconsciously making him react on instinct. In fact, his brain seemed to slow down his perception somehow so he could react quicker.

It was weird. This whole thing was strange. Now he was some kind of spider creature. Peter felt paranoid about what this actually meant for him. Some part of him was afraid of turning into some kind of B-movie monster. But those thoughts were put on hold when O'Neil stood up from her desk and said, "Okay, boys, detention's over. You can go home now."

* * *

Peter walked outside to see an angry Ben and May waiting by the car. "Detention, Peter?" Ben said. "What's this we heard about you getting into a fight?"

"Look, it's no big deal," said Peter. "It's just, I met Flash in the hallway, he was making fun of him, so I made fun of him, then he pushed me, so I pushed him back, then things... just got a little out of hand."

"A little out of hand?" said Ben. "The principal said you sprained Flash's wrist!"

"It was an accident!" Peter said. "I just used too much strength, but I swear, I never meant to hurt him!"

"Peter, you should know that fighting is unacceptable!" said Ben. "Because as you demonstrated for us today, you can really hurt someone."

"I know, I know, I shouldn't done that," said Peter. "I won't do it again. I promise."

Harry suddenly appeared next to the car. "Hey, Pete, you coming? Dad's gonna take us to rent a movie for movie night, remember?"

"Sorry, movie night's been canceled," said Ben. "Peter is officially grounded."

"What?!" said Peter. "Uncle Ben, please! I'm sorry for hurting him! Please don't ground me!"

"Peter, I thought you knew better than this. But like it or not, you've gotta take responsibility for your actions." said May. "You're not going anywhere for the next week."

"Week?!" said Peter. "But what about that big Expo?"

"Yeah, it was gonna be so cool," said Harry. "My dad really wanted us all to see it."

"It's true," came another voice, and everyone turned their heads to see Norman Osborn walking up. "I think it would be a good experience for your boy. It's really no big deal. You can bring him there yourselves and keep an eye on him if you need to. But don't let Peter miss out on this, okay?"

Ben and May were silent for a while, but finally, Ben sighed and said, "Okay, we'll take you to the Expo, but other than that, you're staying home. Understand?"

Peter reluctantly nodded as Ben asked him to get in the car.

* * *

Peter was walking to school the next day, pretty much kicking every little thing that was near his foot. He felt frustrated. Flash had been tormenting him all his life, and yet, the one moment Peter fought back, _he_ was the bad guy. It felt to him like everyone was always getting on his case: Ben, May, O'Neil. Peter had tried to do his best all his life, but it was always what he did wrong that came first. It felt like everyone was trying to pick on him sometimes.

Suddenly, he passed by Horizon Labs, and then he heard some strange noises coming from inside.

* * *

From inside, Toomes was packing a lot of materials into a box. He had a plan to make himself a new and improved flight harness, and with it, he'd give Bestman a piece of his mind. But he was looting another person's lab for the materials he was looking for. He had the door to the lab locked, and there were others banging on the door outside. Eventually, Toomes had gathered all the materials he needed, and quickly snuck out the window.

* * *

Peter witnessed a shady, bald, old man leap out of the window, hide behind a nearby dumpster, before getting ready to make his getaway. Peter walked closer to him, preparing to stop him and ask him just what he was doing. After all, that's how it went in the burger joint. But then, Peter froze in his tracks. He wondered what would happen if he actually stopped this guy. Would he get in trouble? Was this actually a dangerous criminal or just a petty thug? As he thought about what to do, he thought about what Ben and May had said to him yesterday. They told him that he should know better than to get into trouble. Peter looked at the man, but he felt like stopping him wasn't a good idea. It might get him hurt. Or he could hurt this man just like he hurt Flash, and then he'd be in more trouble. It was a strange feeling. Part of him was screaming, "Get him!" and part of him was saying, "No, no, bad idea."

Peter was uncertain just what he should do. He wanted to catch this guy, but he was worried that something bad could happen if he did. But at that moment, the man suddenly bolted through the alleyway, a cardboard box in his hands, and when Peter looked into the alleyway, it was clear that the man was long gone.

At that moment, some police cars pulled up, and out poured some officers, led once again by Lieutenant Stacy. They all broke out their guns, as Stacy yelled into a bullhorn, "This is the police! Come out slowly with hands where we can see them!"

"Uh, what are you guys doing here?" Peter said, feigning some ignorance.

"We got a call about some bald man with a pointy nose breaking into a lab and trying to make off with some sensitive materials," said Stacy.

"Ooh, erm, that guy? Yeah, he, uh, he's gone now," said Peter.

"What? How do you know that?" said Stacy.

"Well, I sort of... saw him make his getaway," said Peter.

"You saw his getaway?" said Stacy. "Tell me, what exactly happened?"

"I saw him jump out that window, hiding in that alleyway, and then, well, he ran off," said Peter.

"Wait, how long did that take?" said Stacy.

"Maybe, five minutes?" said Peter, rubbing the back off his neck.

"He was hiding for five minutes and you just stood there watching?" said Stacy. Suddenly, he paused, and then said, "Wait, aren't you that kid from the burger joint? You're the one who saved the owner from those thugs, right?"

"Well, yeah, but-" said Peter.

"Huh, weird," said Stacy. "I guess I would have expected you to stop to stop this guy, too."

"Well, should I have?" said Peter.

"Well, don't think for one second I'm encouraging you to get into a fight with random thugs. That's dangerous," said Stacy. "But I guess I just wonder why you actually didn't... Mr. Parker, right?"

"Yeah, Peter Parker," said Peter. "Well, I guess I just wasn't sure if I should. Like, part of me said this was a bad idea."

"Well, why would it say that?"

"Well, I'm grounded right now, maybe I just didn't want to get into any more trouble. I got into a fight with a kid at school yesterday, and I accidentally sprained his wrist."

"Whoo, yeah, that's pretty bad," said Stacy, before pausing. "Say, Pete, you know what I think of you?"

"What?" said Peter.

"I think you're the kind of kid who fights for what he thinks is right. And you know what? I respect that. Back in that burger joint, the owner could've been killed if it wasn't for you. And I look at you, and I know you wouldn't hurt anyone on purpose."

"Um, thanks," said Peter. "My uncle Ben doesn't seem to think so, though."

"Well, your uncle Ben's just watching out for you. He's just worried about you, that's all," said Stacy. "I should know. I'm a father myself. My Gwen, I only ever want the best for her." He put a hand on Peter's shoulder. "So, why did you get into a fight, anyway?"

"Well, he was making fun of me, then he shoved me, and I guess I just got so mad, I didn't know my own strength."

"Well, I can tell you that in moments like that, you gotta keep your head clear," said Stacy. "Think before you act. Of course, here, it was thinking too much that made you freeze, isn't it? Well, Peter, I need to go ask the people here about that man."

As Stacy began to leave, Peter called out after him, "Hey, uh, Lieutenant? Do you think I should have stopped him?"

Stacy paused. "Well, if you thought it was the right thing to do, then perhaps that's a yes." He and his fellow officers walked into the lab, and Peter was left thinking to himself.

* * *

Finally, it was time for the Expo. Peter was led into the Oscorp building by May and Ben, who were decked out in their finest clothes. It had been a little chilly outside, though, so Peter had worn his red and blue jacket outside, and hung it on a coat rack that had been set in the lobby. They then made it to the presentation room, where there were many inventors getting ready to showcase their inventions for Norman.

"Man, check out the talent on display here," said Peter.

"You're telling me?" came a familiar voice. "You should see this nose hair trimmer this dude came up with."

Peter turned his head to see Mary-Jane and Harry standing right next to them. "Mary-Jane? How'd you get in here? I thought that this event was mostly exclusive. I didn't think anyone could get in."

"Well, Harry here managed to pull some strings with his dad," said Mary-Jane. "'Course, I'm not allowed to wander away from him, so I guess he's my date tonight!"

"Can you really call it a date if I have to babysit you?" said Harry, grinning.

"Oh, shut up."

Peter noticed that his friends were all dressed up for the event. Harry had his hair done up all special and was wearing a fancy tuxedo. Mary-Jane, on the other hand, had her hair done up in a bun, and was wearing a red dress that reached her knees.

"That's a nice dress, MJ," said Peter. "You look so fancy."

"Oh, erm, thank you, Peter," said Mary-Jane, trying to hide a small blush. "And I'd say you clean up nicely. Look at you, so grown up."

"Hmph, how come you guys never say anything about my outfit?" said Harry, feigning offence.

"Sorry, Harry, you look very... dapper," said Peter. "So, what have we all got here anyway?"

"Oh, it's so cool," said Harry. "Every year, my dad brings forth the greatest inventors in the whole city, and they all try to wow him into investing into their devices. Check it out! This one is like the coolest VR headset ever! It's like a 4D ride! It actually puts you wherever you want to go and lets you feel it, too!"

"Ooh!" said Peter before turning to May and Ben. "Can I go see it?"

"Alright," said May. "Just don't go far."

"Yes, mother," said Peter dryly, before running off with his friends to check out all the cool stuff.

* * *

Later on, Peter, Harry, and Mary-Jane had seen jut about everything in the room, until Norman called over, "Hey! Harry! Why don't you come here? These guys from the Daily Bugle want a picture of us."

"Ugh, coming," said Harry, rolling his eyes. "Well, I guess I'll catch up with you guys later."

"Okay, we'll be waiting!" said Mary-Jane as Harry walked away to join his father. In front of his father was a tall man with flat gray hair and a small black mustache, dressed in a fancy, white suit.

"So, this is your boy, huh?" said the man.

"Yep, my very own pride and joy, Mr. Jameson," said Norman.

"Alright, hold still," said J. Jonah Jameson, getting his camera out. "Show me a big smile!"

Norman quickly put an arm around his son, who gave a reluctant, "I really wish I weren't here right now" smile. Jameson snapped the picture, and upon looking at it, paused and said, "Well, I can work with this. Anyway, time to get see the inventions! I'll talk to you again later, Mr. Osborn."

As Jameson left, Norman turned to look at his son. "So, you and your friends having fun yet?"

"I guess so," said Harry. "You thought about which invention you're gonna invest in?"

"Not yet," said Norman. "Gotta wait until they start showcasing it."

"So, we are still gonna have dinner together afterward, right?" said Harry. "I mean, you've just been so busy with this lately, maybe we could-"

Harry paused when he noticed his father staring off into space for some reason. He was squinting, as if he couldn't see something.

"Dad!" Harry called out, causing Norman to quickly blink and look back at his son.

"Sorry, Harry, I, uh, I should probably get ready for the showcasing." Norman walked away, leaving his son glaring.

Meanwhile, Peter and Mary-Jane were continuing to look around, until Mary-Jane suddenly spoke up. "Hey, Peter, I almost forgot. I got something for you." Mary-Jane reached into her pocket and pulled out a small, red wristwatch.

"Ooh, what's this?" said Peter.

"Well, I know I wasn't able to afford a birthday present for you last month, so this an early present for next year. I saw this at the store the other day, and I knew you'd love it. So, happy birthday!"

"Cool! Thanks, MJ! Looks really cool!" Peter said, holding the watch in his hand.

"Here, let's put it on!" Mary-Jane took the watch and carefully wrapped it around Peter's wrist, pulling on tight. "So, what do you think? Looks neat on you, huh?"

"It does!" said Peter, fiddling around with the settings. "Ooh, it's a GPS and alarm clock and everything! Thanks, Mary-Jane, this a cool gift." He quickly gave her a hug, and Mary-Jane gratefully hugged back, a good smile on her face, before Peter let go.

"Hey, what's thing?" said Peter, spying a strange device on a nearby table.

"Oh, that's my pressurized shooter!" said the man at the table, picking up the device, which was gray, flat, and had small round compartments inside. "You see, I designed this thing to spray water or chemicals at around 160 psi. It could be useful to firefighters or a demolition crew someday. You insert a fluid into one of the compartments, and then pull the nozzle to spray."

"Can we see?" said Peter.

"Oh, not a chance," said the man. "These things could be dangerous if you're not careful. You'll have to wait until the official demonstration."

As Peter and Mary-Jane walked away, that's when Ben and May finally caught up to them.

"Well, is it everything you hoped it would be, Peter?" said May.

"You bet! This is so cool! I wish I could invent stuff like this someday," said Peter.

"Well, I'm gonna see if I can find Harry," said Mary-Jane, turning to walk away.

As Peter suddenly stood alone with his aunt and uncle, something in his head was nagging at him to try talking to them about what happened at school, and what happened at Horizon Labs.

"Hey, uh, guys?" said Peter. "I, uh, I want to apologize for that fight I had at school. I just got so mad, but it was wrong for me to fight him. I-I should have just walked away."

"It's okay, Peter," said Ben. "But how did you twist his wrist, though?"

"Well, I-I guess I don't know my own strength," said Peter. "I'm surprised I actually hurt him that much. But you gotta believe I didn't mean too."

"Don't worry, we believe you," said Ben. "Ah, you're a tough guy, really, you just haven't figured out when you should be tough."

"Hey, uh, Uncle Ben?" said Peter. "When would be a good time to be tough?"

"What do you mean?" said Ben.

"Well, it's just, sometimes I wish I could fight back against people who are hurting me, or are hurting others. I just wish I could do something, y'know?"

"Oh, I understand, Peter," said Ben. "Believe it or not, when I was your age, I got picked on all the time, too."

"You?" said Peter. "Get outta here!"

"No, it's true," said May, holding Ben by the arm. "There was this crazy jock who'd stand in front of Ben in the hallway, trying to egg him on into a fight."

"And then, one day, I did fight him," said Ben, now looking a bit pale. "But, I, too, quickly regretted that. I ended up pushing him into a locker and giving him a concussion. Just about got suspended, too."

"Really?" said Peter.

"Oh, yeah," said Ben. "Now you know why I was so worked up. I didn't want to see you get into the same kind of trouble I did, Peter. Having everyone looking down on your, slapping a ruler on your wrist, shooting looks at you everywhere you go. It's just, it shouldn't so hard for people like you, me, and May to do the right thing.

"Of course, I didn't want to actually let that bully walk all over me, either. Then one day, he was threatening your Aunt May, too. But you know what I did then?"

"What?" said Peter.

"He just talked the bully down," said May. "He called the guy's bluff, made him see that he wasn't really going to get away with this. That's when he finally backed down." She gave Ben a quick kiss on the cheek. "My hero."

"And then, the strangest thing happened," said Ben, holding May's hand. "A few days later, the bully came to us, and he apologized for giving us a hard time all the time. So, we ended up talking it out, and next thing we knew, we managed to part ways on good terms."

"You actually got through to the guy?" said Peter.

"Yeah, there was a heart in there somewhere," said Ben. "I learned something important that day: with great power, comes great responsibility."

"What do you mean?" said Peter.

"I mean, we all have the power to make a difference. But the question is, how do you use that power? Is it to help others? To help yourself? But either way, I think we all have a responsibility to use the power we have to right the wrongs of this world, but to be just about it when we do. We shouldn't fight for ourselves, we should fight for others' sake."

Peter absorbed that for a while, and suddenly, he felt pretty bad about letting that man at the Horizon Labs get away. Well, maybe it wouldn't be such a big deal. "Well, I really am sorry about what I did, guys."

"It's okay, Peter," said May, wrapping her nephew up in a hug. "We know you're a good kid." She gave him a kiss on the forehead.

"Aunt May, please!" said Peter, fruitlessly trying to escape her grasp.

"And hey, everyone makes mistakes," said Ben. "But it takes a good person to admit it, and accept responsibility. You just did that, Peter. And I'm proud of you for that."

"Th-thanks, Uncle Ben," said Peter. Suddenly, he felt a pain in his abdomen. "Hey, uh, you guys mind if I just run to the bathroom real quick?"

"Okay, but hurry back," said Ben. "The demonstrations are about to start."

Peter quickly ran off to the nearest bathroom, but suddenly, Norman's voice was heard on a microphone. "Ladies and gentleman, it's time for us all to finally witness the demonstrations of these inventions. So, first up, we have Gregory Bestman, and his very own flight harness!"

That was when Bestman took the stage, wearing the green flight suit on his back. "Hello, everyone," he said into the microphone. "You know, since the dawn of time, man has looked to the heavens and yelled, 'Stupid birds! How come they get to fly and we don't?!' Well, those days are over, my friends!" Bestman pulled the trigger on his flight suit, allowing him to fly upwards above all the amazed spectators. "See, using magnetism and static electricity, it provides lift to carry a person through the air! It's an incredible example of my genius."

"You mean _my_ genius!" came another voice in the room. Everyone looked around, until the lights went out. About ten seconds later, they came back on, and there was Adrien Toomes, wearing an even better version of his flight suit. It looked like green, vulture wings, and had an oxygen mask over his mouth, but it seemed to have small turrets mounted on the wings, and it extended down to his legs, giving him robotic, bird-like, razor-sharp talons.

"Wha- Toomes?" said Bestman. "Is that you?"

"Admit it, Bestman," said Toomes, soaring right in front of his former friend. "You stole my invention!"

"Wha- I would never do that!" said Bestman.

"Oh yeah? How about a pop quiz?" said Toomes. "How does that device utilize magnetism to float?"

"Oh, that's, um, er..." Bestman stuttered.

"How does the device allow you to change directions?" said Toomes.

"Uh, it, um, it just..." said Bestman.

"Here's an easy one," said Toomes. "What is it made out of?"

"Uh, metal! Easy, it's metal!" said Bestman.

"What kind of metal?" said Toomes.

"Um, steel?"

"It's aluminum, you fool!" said Toomes. "Admit it, this isn't your invention at all!"

Everyone in the crowd started murmuring, saying things like, "Is it true?" "Did he rip that man off?" "Is he a fraud?"

"Adrien, please, I can explain-" started Bestman, before Adrien suddenly charged forward and knocked him to the floor.

"You stole from me!" said Toomes, "You scavenged off of my misfortune like... some kind of vulture! Well, you know what? I can show you what a real vulture looks like!" He landed on the stage where Bestman had landed, where Norman stood a few feet away, terrified.

"Who- who are you?" Norman asked, apparently not recognizing Adrien.

Adrien turned to face Norman, before looking at the crowd, and spreading his wings and saying, "Call me... the Vulture!"

He flew back up and grabbed Bestman in his suit's talons before quickly grabbing Norman as well. "C'mon, you two, we need to have a little chat." He carried them away, bursting through the biggest door in the room, before quickly closing it behind him. "Don't bother opening the doors, ladies and gentlemen," Adrien's voice came through the door. "I've sealed 'em all off. No one goes anywhere until I settle this with Bestman and Mr. Osborn."

* * *

Peter emerged from the bathroom, feeling much better. But suddenly, he heard people screaming coming from down the hall. Carefully peeking around the corner, he saw the Vulture dropping Norman and Bestman in a corner of the hallway. As he saw Adrien, Peter gasped when he suddenly recognized him as the same guy from Horizon Labs.

"What do you want from us?" said Bestman.

"You know what I want!" said the Vulture. "Admit it! Admit it to Mr. Osborn! You stole my idea!"

"You're not gonna scare me in that get-up, Toomes!" said Bestman.

"Then maybe this will!" Adrien suddenly aimed one of the turrets at Bestman and fired a shot just barely missing Bestman's head.

"Oh, no," said Peter. "_This is all my fault! I should have stopped him when I had the chance!_" He leaned closer, but then he bumped the small table that was on the corner, causing it to wobble and make a creaking noise. That's when his Spider Sense went off, as he hid behind the wall, knowing that the Vulture was now looking in his direction.

"Who's there!?" Adrien demanded. Peter's Spider Sense felt Adrien growing closer, and he panicked, wondering what to do.

But then, he had a peculiar idea. He remembered how his fingertips had become sticky like a spider's legs, and he wondered... He put a hand of the wall and pulled himself upward. To his surprise, he was actually climbing the wall! Of course, when his feet touched the wall, they could not stick, due to the shoes he was wearing. Quickly, Peter managed to pull his shoes off and put them in his pockets, and fortunately, it seemed that his socks were thin enough to allow his toes to stick to the wall as well.

Quickly, Peter climbed higher and higher, and reached the ceiling just as the Vulture looked around the corner. "Where are you?" he roared. Peter's Spider Sense made him feel like he wasn't out of danger yet, so he decided to try something else. He put his hands on the ceiling, and managed to stick himself to it. The Vulture kept looking around, but when he could see nothing, he went back to his two hostages.

"_This is bad. I gotta do something!_" Peter said. That's when he knew: he needed to use these new powers of his to stop this guy. He had strength, speed, and durability on his side. But then he thought, maybe it's not a good idea to let anyone who knows him see him do this. Then, he had an idea. He carefully moved across the ceiling, until he made his way to the staircase. He ran down it as fast as he could, until he made it back to the lobby. He first tried to use the phone to call the police, but he didn't even hear a dial tone. The Vulture must have cut the phone lines to this place somehow. Then Peter saw the sweater that he wore on his way in. He noticed there was also a blue raincoat hanging on the rack next to it, which was long enough to go down to the ankles. Guess someone thought it was gonna rain. Thinking quickly, Peter decided to put on the rain coat, covering his torso and legs with blue. Then he quickly strapped on his sweater, and pulled the strings on the hood to conceal his face. He managed to find a pair of scissors on a nearby desk, so he cut a couple of holes in the hood to let him see through. He also noticed a pair of science-y goggles, and put them on to conceal his eyes a bit better. Then, he quickly ran back upstairs.

He carefully managed to avoid running into Adrien again by crawling on the ceiling again, until he made it to the room where everyone else was trapped. He put his ear to the door, and could hear people talking inside. In fact, he heard some of his loved ones on the inside.

"What are we gonna do?" said Mary-Jane.

"What's he gonna do to Dad?" said Harry.

"No one panic now," said Ben.

"Yes, someone will come," said May.

Peter tried opening the door, but the lock was broken. From there, he grabbed the knobs and pulled, pulled, pulled, until finally it burst open, and everyone inside looked at their strange savoir with shock.

"What?" said a woman inside. "Who are you?"

"No time to talk!" said Peter, trying to make his voice sound deep. "There are some people in trouble in the hallway!"

"Yeah, he's right!" said Ben. "I don't know who that Vulture guy is, but there's only one of him and about thirty of us! We can stop him!"

"Yeah!" everyone cheered, before turning towards the doorway, only to see that Peter had disappeared.

* * *

"Just spit it out already, Bestman!" said the Vulture, his turret at the ready.

"Look, Mr. Vulture, it's okay! I-I believe you! I'll let you take the credit, okay? Just let us go!" said Norman.

"Hold it right there!" came a voice from down the hall. The Vulture turned to see a group of the Expo-goers led by Uncle Ben standing at the end of the hallway. "I don't think you really want to do this," said Ben. "Please, just let them go and we can do whatever you want."

"You stay out of this!" the Vulture said, aiming his turret at them. Noticing this, Bestman decided to stand up and try to run for it. He ran into the crowd and as the Vulture tailed him, Adrien fired a shot. However, Ben noticed ahead of time that this shot wasn't going to hit Bestman, but it was going to hit May. Thinking quickly, he suddenly, pushed May down, and felt the bullet hit him instead.

* * *

The Vulture flew through the crowd, tailing after Bestman, who tried to flee. Peter was actually observing the scene from the ceiling, and was horrified to see his Uncle Ben on the ground.

"Ben! Ben! C'mon, get up, Ben!" May cried, tears forming in her eyes.

Peter was stunned, unable to move. It couldn't be. Ben couldn't die. He just couldn't. Ben opened his eyes weakly to see May, but then closed them again.

"_No, no, don't go, Ben!_" thought Peter, tears nearly filling his goggles. This couldn't happen. He couldn't lose Ben. Not to someone... he could have stopped earlier.

Peter hear screaming in the building, and looking over towards it, suddenly felt a fire welling up in his stomach. Taking a deep breath, he crawled along the ceiling after the screams. "_I won't let you get away with this. This next one's for Ben!_"

* * *

Bestman was fleeing through the Oscorp building, until he reached the lab that Peter's class had toured through. He could hear the Vulture right behind him, so panicking, he quickly found a certain secret door, and managed to pry it open. Once inside, he was momentarily confused to see the spider farm that was inside.

However, the Vulture quickly found him, and yelled, "You think you can escape from me!?"

Bestman used his own flight suit to lift up off the ground. "Adrien, please, I'm sorry. Look, we can still work something out. We can both take credit for the harness. We can-"

"No! You stole from me! Now I'm gonna return the favor!" the Vulture screeched. Bestman tried to fly past him, but Adrien grabbed him in his talons, and broke one of the vital components of his flight suit. The suit suddenly burst into flames, and Bestman was sent flying backwards right into the spider farm, setting everything ablaze.

* * *

Some of the Expo-goers, including Harry, Mary-Jane, and Norman arrived on the scene only to see the hidden lab burning up. Adrien emerged from inside and said, "If you're looking for Bestman, he won't be available anymore."

"Wha- what did you do?" Norman asked.

"Nothing personal, just revenge," said Adrien. Suddenly, he picked up Norman in his talons, shot through a nearby window, and flew off into the night.

Someone ran over to the hidden lab, and cried out, "Yeah, I don't think Bestman made it. We-we gotta call the fire department!"

"I know where I left my cell phone!" said Harry. "It has its own wireless network! It should be able to work. Aw, but where's that creep taking my dad?"

"Don't worry," said a voice, and everyone turned to see the disguised Peter standing next to the window. "I'm gonna catch him, okay? No else is gonna get hurt tonight. Not on my watch!"

"Who are you?" said a man in the crowd.

Peter paused at that, and after thinking for a second, he said, "Call me... Spider-Man!" He then leaped out the window after the Vulture.

Mary-Jane ran over to the window in confusion, but then saw something strange on the ground. She picked it up, and saw that it was a watch. No, not just any watch. It was red, with GPS and an alarm clock. It was the one she gave Peter earlier. Come to think of it, where _was_ Peter? She looked out the window after the disguised person chasing the deranged bird-man, wondering just what was going on.

* * *

The Vulture landed on a nearby rooftop, dropping Norman on the ground. "Ugh, what do you want from me? Just what do you want?" said Norman.

"It seems things hit a snag back there," said Adrien. "The plan was to just force Bestman to confess to you, and I'd take back the money that I lost. But now, I think I'm gonna ask you a favor, Mr. Osborn. I need you to help collect my debts. And all those nifty little toys in the hall, surely they're worth something to guys like you me..."

Suddenly, the two men heard something land on the roof. It was Peter, and he was looking at the Vulture with a determined expression. "Let him go, baldy." he said.

"Get lost, kid!" said the Vulture. "This has nothing to do with you!"

"That's Spider-Man to you!" said Peter. Suddenly, the Vulture aimed his turret at Peter and fired some shots, but Peter's Spider Sense allowed him to predict where the bullets would zip through the air, and managed to use his agility to dodge all of them. The Vulture stood there stunned, but then decided to grab Norman and take off. However, Peter managed to leap up and grab onto Norman's leg, messing up the flight pattern.

"You're not getting away!" said Peter, gripping Norman's leg tightly.

"Grr, get off!" Adrien growled, shaking until suddenly both Norman and Peter fell threw his grip to the streets below.

Fortunately, Peter managed to grab Norman and then grip the side of a building, slowing their descent as Peter stuck to the wall, until they stopped. He dropped Norman onto the ground and yelled, "Get out of here! I got this!"

Norman stared at this kid in awe, if only because something about him seemed familiar, but nodded and ran away in the opposite direction.

"Oh, no, you don't!" declared Toomes, soared down towards Norman. "He's mine!"

However, Peter leaped onto Toomes's harness, and held on tight as he threw punches at the back of Adrien's head. The Vulture shook himself to throw Peter off, but Peter held on tight, even though he fell onto the front of the Vulture's suit.

"Will you get off of me!?" said the Vulture, aiming his turret at Peter. Peter nearly panicked, until he remembered the webs in his wrist. Quickly, he aimed his wrist at the opening of the turret, and he winced. At first, nothing came out, until finally, splat! Webbing was splattered across the opening, and nothing could get out.

"Hmm, I see where spider-silk Kevlar comes from," Peter said out loud. The Vulture looked ready to snap, until some police sirens got his attention. He looked down to see some police cars gathering underneath him, and panicked, turning to soar away. Peter nearly fell off, until he grabbed the same component on Adrien's flight harness as the one Adrien grabbed on Bestman's harness. He gripped it tightly, until he squeezed it so hard, the harness suddenly burst into flames. Peter let go in shock, though he fortunately landed onto a rooftop without much harm. The Vulture, meanwhile, was sent careening out of control, crash-landing far away.

* * *

Some police officers poured out of their car to see what had just happened, including Lieutenant Stacy, but all they saw was a disguised Peter climbing down from the roof.

"Hey, who are you?" said an officer. "What's going on around here?"

"I'm... Spider-Man, officers," said Peter. "And you boys missed quite a show."

"We got a call about some crazy man dressed like a bird taking hostages?" said Stacy.

"You're gonna have to head towards Oscorp if you want answers," said Peter. "In the meantime, I gotta get going." He quickly leaped onto a building wall, climbed up it, and ran off before the cops even knew what happened.

* * *

Finally, Peter and 911 arrived at Oscorp. Peter quickly threw away the rain coat and the googles, and threw his sweater back on the rack. As he made it to the scene, he saw some firefighters putting out the fire in the hidden lab and some officers questioning the witnesses.

"So, here's our full story then," said Stacy. "This Bestman guy stole the Vulture's invention, so the Vulture tried to get his revenge here tonight. He kills Bestman and takes Norman Osborn hostage, until this weirdo in a hoodie shows up and fight the Vulture, so Norman escapes and the Vulture goes crash-landing?"

"Pretty much," said a witness.

"Grr, where'd this Spider-Boy come from?" said Stacy. "Crime in this city's already a slippery slope. Last thing we need is a vigilante."

"You're telling me?" said Jameson. "If only I snapped a photo of him. Then we could bring him to justice too!"

"Well, we're worried about this Vulture character right now," said Stacy, before looking at Norman. "Are you sure you don't know who he was?"

Norman was silent for a split second, but said, "I'm sure."

"Ugh, well, don't worry, we'll find him, okay?" said Stacy, rubbing his forehead. "For now, we should look for clues."

As Stacy and his fellow officers looked around the lab, Dr. Connors showed up, and tapped Norman on the shoulder. "Mr. Osborn?" He whispered. "I'm sorry to tell you this, but all our spiders in that lab were incinerated. I think Project Arachnia has officially been canceled."

As Norman stood there stunned, Harry approached Peter. "Pete, where were you? You missed quite a show, buddy."

"Oh, uh, that Vulture guy, he attacked me," Peter lied. "I was in the bathroom, and he managed to trap me in there. I only got out a little while ago."

"Oh, uh, Peter," said Harry, rubbing the back of his neck. "There's something you should know. Your uncle Ben, he, um..."

"What? What happened?" Peter said. There was a part of him that was desperate for him to still be alive, but he saw-

"Pete! You okay?" came a voice. Peter turned to see Ben walking towards them, his arm in a splint.

"Ben!" Peter said, running up to hug his uncle.

"Oh! Easy on the arm there, kid!" said Ben. "They haven't gotten the bullet out yet."

"Oh, sorry!" said Peter. "I'm so glad you're okay!"

"It was close call for sure," said May, walking up to Ben's side. "That bird man was shooting at us, and he almost shot me. Luckily, Ben took the bullet for me. And to think it only hit his shoulder! I'm telling you, it was a miracle."

"Yeah, thank the Lord for that," said Ben. "Also, to that masked person. What was his name again? Bug-Man? Arachkid?"

"Spider-Man," said Stacy, nearby. "I wonder if he knows just how much trouble he caused."

"Hey, it was that Spider-Man that got us out of that room, and saved Mr. Osborn," Ben insisted. "I think we all owe him a little thanks."

"Right, sure," said Stacy, walking away.

"Hey, Pete!" said Mary-Jane, walking up to her friend. "I'm glad to see you're okay!"

"Yeah, you, too, Mary-Jane," said Peter, quickly giving her a hug.

"Oh, uh, I found something," said Mary-Jane, suddenly handing Peter the watch.

"Oh! My watch?" said Peter. he looked at his wrist and saw that the watch was missing from it. "Oh, yeah, I guess I must've dropped it earlier."

"How?" said Mary-Jane, as Peter wrapped the watch around his wrist again.

"Beats me," said Peter.

Suddenly, Mary-Jane saw some blood on Peter's wrist. "Oh my gosh! Peter, you're bleeding!"

Peter looked down to see the small blood streak coming from his wrist. "Oh, oh yeah, now I remember! That Vulture guy! He attacked me on my way to the bathroom. He must've got my wrist. That's what made the watch fall off. That's when he trapped me inside the bathroom."

"He attacked you by the window?" said Mary-Jane.

"Uh, yep," said Peter. "Look, it's been a stressful night. I just kind of want to go home for now."

"Okay," said May. "I suppose the Expo's been rescheduled anyway."

She, Ben, and Peter walked away, as Mary-Jane stood there skeptically. She didn't remember there being a bathroom that required you to walk through this lab.

"Man, good thing Pete is okay, right?" said Harry, walking up to her.

"Yeah, I was kinda worried," said Mary-Jane.

"Especially after that Vulture guy attacked him in the bathroom," said Harry.

"In the bathroom?" Mary-Jane said.

"Yeah, that's what Peter told me. Guess he's a lot tougher than we give him credit for. Well, I better go find my dad."

As Harry walked away, Mary-Jane spied Peter walking out, and suddenly, she remembered that when Spider-Man jumped out the window, his wrist scratched against one of the broken glass pieces. She smugly grinned to herself, "_Well, guess I'll see you tomorrow... Spider-Man._"

* * *

It had been a few days since the Expo incident, and the police had managed to use witness reports to identify the Vulture as Adrien Toomes. There was currently a manhunt for him, and Peter was sitting in his room thinking. He was officially ungrounded by now, but he could help but think. What would have happened if he had stopped Toomes before? He nearly lost Uncle Ben. In fact, Gregory Bestman was now dead by the Vulture's hands. Even if he had ripped Adrien off, like everyone said, Peter couldn't help but feel a pang of guilt because of that.

He thought about what Ben had told him before. "With great power, comes great responsibility." And you know what? Ben was right. Peter had these new powers at his hands, but he'd nearly wasted them. But no more. From now on, he'd use them to help others. In fact, that little costume Peter came up with on the spot, it gave him an idea. No one could know what he was about to do. Not Ben, not May, not Harry, not Mary-Jane. It was dangerous, but it was something he felt like he had to do.

May and Ben were sleeping right now, so Peter got to work. He pulled out some Spandex he bought from the mall before, and pulled out a design in his notebook. It was a design for a costume. It was mostly red, with white eyes, a web-like texture on top, blue under the arms, and a black spider emblem on the chest. Soon enough, New York would know the name, Spider-Man.

* * *

Adrien Toomes walked into his old lab at Horizon Labs. He knew he was officially a fugitive now, and now he'd have to gather what he could in order to make a new life for himself.

"I figured I'd find you here," came a voice. Adrien turned around to see none other than Norman Osborn standing right behind him.

"Ack! What are you doing here?" said Toomes.

"Relax, if I was gonna arrest you, I would have brought some police officers with me. I come in peace," said Norman, walking forward.

"What do want?" said Adrien.

"I think I can help you," said Norman. "If you help me, that is. See, I've been working on a very important project, but now all my research has been lost. But I can make it all up, with your help. If you help me, I promise to give you the money you need to mass-produce that harness of yours somewhere far away from here."

Adrien was confused at this offer, but then again, if he was supposed to make a new life for himself, maybe he couldn't afford to say no. "Okay," he said slowly. "But just what do you want me to do?"

"First off, I need info on a certain individual," said Norman, "who goes by the name of... Spider-Man."


	3. A Real Shocker

_Hello, my name's Peter Parker. You don't know me. At least, I hope you don't. If you do, you probably just see me as an average Joe, just trying to fit it. But recently, something extraordinary happened._

_I got bitten by an experimental spider, and the next thing I knew, I was developing these wicked spider powers. I can walk on walls, shoot webs, jump over rooftops, even sense the things in the world around me._

_I got to thinking, my uncle Ben always tells me, "With great power, comes great responsibility." So, I figured it was time to take that advice. New York's a pretty dirty town. Maybe it could use a hero or two. That's why I'm gonna be that hero, and help the good people of this city. Who am I? I'm Spider-Man!_

* * *

It had been about two weeks since the ordeal at the Oscorp Expo, and Peter was about to finally put these new powers of his to good use. He'd been studying his powers fro a while now, and he was able to understand them a lot better. Fortunately, he hadn't mutated into some hideous B-movie spider creature since he was bitten, so he took that as a good sign. In any monster movie he'd ever watched, his mutation probably would have started by now, so he figured he was off the hook.

Right now, it was nighttime. Ben and May were fast asleep, but Peter was getting ready for his first official day of patrol. He'd been secretly working for weeks on a costume for hiding his identity. No way could he rely on that old sweatshirt for that anymore. Fortunately, he had used some spandex to craft the perfect suit to help him fight crime.

The suit was mostly a deep red, with spider webs covering it, and some deep blue just underneath the arms, and there was a black spider silhouette on the chest. They also had some bug-like eyes to see out of. Peter had designed those eyes so they were like a one-way glass. He could see out of them from inside the glass, but no one could see through them from the outside. Also, he had made the material around his toes, soles, fingers, and palms very thin, that way he could still attach himself to walls without the suit blocking that ability. And most importantly, he gave the area on top of both arms itty-bitty, barely visible holes, so that the hairs on his arms would still be able to pick up vibration in the air. That way, his Spider Sense would still be useful.

Peter quietly strapped his suit, until he needed only one final touch. He picked up a pair of devices off his desk and snapped them onto his wrists, with the barrels sticking out from under his suit just as they reached his gloves. Peter knew he could make webs, but he figured it could be useful in combat if he could shoot it. Inspired by the invention of a guy at the Oscorp Expo, Peter designed a pair of web shooter, with had rotating cartridges that could get the webbing directly from his wrists and contain the fluid, and then Peter could press a button and they could shoot it out.

With those ready, Peter quietly opened his window and climbed down the wall until he reached the ground below. He could hear a million honking horns and several lights lining up the sky. _City that never sleeps indeed._ Peter thought.

Jogging through the neighborhood, he tried to spot any instance of wrongdoing. But so far, things were surprisingly quiet. A hobo carrying home some supplies, a man giving his cat some food on the fire escape, a pizza guy knocking on the door to give a delivery. _Man, who knew being a superhero could be this dull?_ Peter thought.

Suddenly, he heard a police siren. He looked out to see some police cars tailing after a pair of cars, one of which had a man in a ski mask sticking his head out the window and shooting back at the police, who were trying to fire back.

_Guess we got a bank robbery in process._ Peter thought. _Sounds like a good first outing._ Quickly, he leaped into the air, and managed to land right on top of one of the fleeing cars.

"What was that?" said a man inside the car. Suddenly, Peter peeked down into the window to say, "License and registration please."

A man growled and said, "I got your registration right here!" He aimed a gun and fired, but Peter quickly dodged, before firing a web into the car, splattering across the man's face. As he tried to pull the webs off, Peter managed to use his new strength to rip the car door off, and send it tumbling down the pavement. He entered the car, and used his webbing to wrap up the two men in the backseat.

"Hey, what do you think you're doing?" said the driver, turning to face the masked stranger in the backseat.

"Hey, buddy, maybe you wanna keep your eyes on the road?" said Peter. The driver looked forward to see that he had veered off the road and was heading straight for a nearby dumpster. He tried slamming the brakes, but the car suddenly swerved and smashed into the dumpster with its side. Just before that happened, though, Peter knocked the driver unconscious with a punch before getting on the roof of the car. As the car crashed, Peter used the momentum to jump and land on the roof of the second car. He then used his webbing to cover up the wheels of the car, causing them to get stuck. The car suddenly swerved before tumbling over onto its side, but Peter, after falling off, quickly got up and pushed back on the car until it landed on its wheels again.

"There, better you send me a car insurance bill that a medical one," said Peter. The thugs tried to leave the car, but Peter quickly webbed up the doors, leaving them stuck in place.

At that moment, the police cars caught up, but the officers that got out weren't too happy to see Peter.

"Who are you supposed to be?" said one officer. "You trying to cause a car wreck or something?"

"No, but hey, I made your jobs easier, did I not?" said Peter. "Nothing quite like picking up a check for doing nothing, right?"

"Are you trying to call us lazy!?" said another officer, making his way over. "Wait, I know you! You're that Spider-boy from the Oscorp Expo! Got a new suit, I see?"

"It's Spider-Man, thank you," said Peter. "I'll be on my way now." He quickly ran off, though the officers tried to pursue him. He climbed up a nearby building before making it to the roof and running for it.

* * *

"Okay, that was fun," said Peter as he sat on a rooftop. "I wonder what else is going on?"

He spied a small jewelry store in the distance. But that was when he heard a sudden explosive from inside of it. Concerned, he jumped off the roof to check it out.

* * *

Inside the store, a man wearing a metal, yellow suit emerged from a large hole he just made in the ground. "Well, so much for not causing a scene," he said to himself. "No matter. Herman Schultz, you're about to make your first official payday!" He walked up to nearby display case that housed a beautiful diamond necklace. "This outta be worth a cool million," he said. He took out a small tool and tried to carefully cut a circular hole in the glass. Suddenly, however, he dropped it, and while he tried to pick it up, he accidentally bumped into the column the display case was sitting on with his rear end, causing it to fall over. The display case shattered into a million pieces, and a red light flashed as an alarm sounded in the air.

"Aw, you know what, forget it!" Schultz said. He spied the security box for the alarm, and he aimed his arms at it, before giving off a huge shock wave that destroyed the box instantly. He quickly picked up the necklace off the ground as he made his way towards the door.

Unbeknownst to him, there were police officers hiding outside. "Quite a stakeout, huh?" said an officer. "Bet this guy feels really dumb in a minute. He doesn't realize that knew about his plans for a while now."

"He's in for the surprise of his life," said another officer. As Schultz approached the door, the officers prepared to leave their hiding place. But suddenly, they all heard a crash from inside.

* * *

Schultz turned around to see Spider-Man jumping down from an air vent. "'Scuse me, I believe you forgot to pay for that. No worries, we accept cash, checks, or just good old fashion jail time."

Before Peter could even blink, his Spider Sense went off, and he didn't have time to react before he was sent flying towards another display. He smashed through the glass, before slowly getting back up and looking at Schultz.

"Whoa, those are some high-tech gadgets!" Peter gushed. "What are they? Did you make them? How do they work?"

"Well, I just push this button here and-" Schultz started before he realized what Peter was doing. "Gah- What do you care!?" He fired another shot, and Peter was launched into the wall again, and it seemed to be cracking.

"Get out of my way, kid!" said Schultz, before he noticed the cracks forming in the walls. Suddenly, the police officers emerged from their hiding places.

"Freeze right there, Herman Schultz!" called out the leader of the team, a tall, black-haired, Asian-looking woman pointing her gun at Schultz with a determined look on her face. "You have the right to remain silent! Anything you say can and will be held against you in the court of law."

Suddenly, everyone heard laughing in the corner. They looked over to see Peter laughing on the floor. "Herman Schultz? What kind of supervillian name is that? You sure that's the name you want in the papers, buddy?"

Herman ignored Spider-Man's insult and noticed that the officers were distracted. Quickly, he launched another shock wave that launched them backwards, before launching a shock wave to destroy the wall and ran off with the necklace.

"Are you kidding me!?" said the woman, before she walked over to Spider-Man and yelled, "I blame you for this!"

"Okay, okay, uh, I'll make it up to you!" Spider-Man said hastily, rising from the floor. "I'm, I'm gonna go get him now!" Spider-Man ran out the hole Schultz just made, and the woman called, "Please, someone get Schultz before he does!" The other officers nodded and ran out the hole.

* * *

Spider-Man ran out of the alleyway, and saw Schultz trying to make his escape. Running over quickly, he landed a punch on the back of his helmet, only to reel back in pain, holding his fist and seeing that Herman wasn't even dazed.

"Ha, ha, ha, did you really think that was gonna work?" said Herman.

"Oh, _oh_, I get it, those gauntlets, you designed that suit of armor to protect you, didn't you?" said Spider-Man. "You need to protect yourself from the kickback of those shock waves, right?"

"Smart kid," said Herman, before firing another shock wave, though fortunately, Peter anticipated it this time and dodged. "Not smart enough to know when to walk away, though."

"C'mon, man," said Peter, struggling to dodge the shock waves. "How about we talk shop? I like inventing. How long did it take you to invent those things?" Another shock wave. "Okay, how about we talk about your marketing strategy? Do you really think anyone'll fear the name 'Herman Schultz'? I can help you think of a better supervillian name, whadda ya say?"

"Quit moving!" yelled Herman.

"C'mon, let's brainstorm for a second, shall we?" said Peter, leaping onto a nearby wall. "So I see you fight with shock waves. How about we just call you that? Shock Wave."

"That's a stupid name!" yelled Schultz.

"Ooh, I got it! The Shocker!" said Peter.

"Wha- The Shocker? That's even worse!" said Schultz. "You make it sound like I use electricity. Now that's just false advertising."

"I don't know," said Peter, leaping back onto the ground. "I'd say the odds of me meeting a guy who uses electricity to fight is very low." Suddenly, Peter stepped on a discarded cup of soda, and he slipped onto the floor. Noticing this, Herman fired another shock wave and Peter was launched into the side of the building.

"Sorry, I gotta go," said Schultz, before he turned to take off.

Suddenly, the police returned to the scene, and the woman pointed her gun at Schultz, before yelling, "That's far enough, Mr. Schultz!"

"Actually, his-" Peter started, before remembering what had happened a few minutes earlier and wisely decided to keep his mouth shut.

"We've got you outnumbered," said the woman. "Now keep your hands where we can see them."

"If you insist," said Schultz. He raised his arms upwards, but then he suddenly fired a shock wave upwards. The woman looked up in shock until she saw that it hit a fire escape platform... which she was standing right underneath.

The fire escape fell down, and the woman already knew she'd never move out of the way in time, but then, someone grabbed her and whisked her away just in time before the fire escape came crashing to the ground.

Spider-Man pulled the woman off to the side, and sat up against a building. "Hey, are you-" he started, but then, the woman opened her eyes, and Peter felt... stunned, for lack of a better word, as he looked into this woman's eyes.

The woman looked over, and saw Schultz making his escape, and her men following as soon as they saw she was okay. Then she looked to see he masked savior.

"A-are you okay?" Peter stammered. "M-miss..."

"Uh, Watanabe," said the woman. "Lieutenant Yuri Watanabe." Carefully, she rose up and held her head.

"Oh, well, it's-it's a pleasure to meet you, L-Lieutenant W-Watanabe," Peter said respectfully, unsure why he was stammering so much.

"Just, just who are you?" said Watanabe. "You-you messed up our plan of attack in there! What's the matter with you!?"

"Sorry, ma'am," said Peter, sweating under his mask. "I-I was just trying to help." He anxiously walked closer, and he said, "I really am sorry. Uh, you can call me Spider-Man."

"Spider-Man?" said Watanabe. "Wait, the guy who fought the Vulture at the Oscorp Expo?"

"In the flesh," said Peter. "I just, I helped people there, I just really wanted to help people some more. I figured I could take that guy. Uh, the Shocker. That's what we should call him, right?"

Watanabe stood there stunned. Previously, she wanted to smack this guy silly for ruining the stakeout, yet now, when she looked him into the eyes (well, into his eye holes, anyway), and heard his sincere voice, she felt her previous anger melting away for some reason.

"So, uh, what are-" Peter started, before Watanabe suddenly pulled a gun on him. "Whoa, whoa, whoa!" said Peter, before holding out his wrists. "Take it easy, look! I can come quietly, okay? Cuff me." Yuri stood there, but as she looked at Spider-Man, she started to hear a voice in her head saying, "Don't do it! Don't do it!"

Suddenly, they heard her men talking and coming back. Watanabe stood silent, until she decided to lower her gun. "Oh, uh, one of those, letting me off with a warning, 'Don't let this happen again' sorta things?" said Peter, wagging his finger for emphasis. Watanabe said nothing so Peter slowly decided to turn around and run up the side of a building, just as the other officers returned.

"Sorry, Lieutenant," said an officer. "He got away. He was just too fast. Then he ducked into an alleyway, and boom! He just vanished."

"Oh, uh, that's okay," said Watanabe, finally turning to face her men.

"What about the guy in the mask?" said another officer. "Bet he was Schultz's partner."

"Uh, no, no, he definitely wasn't working with Schultz," said Watanabe. "Uh, he just escaped. He was moving so fast, and I just didn't want to shoot him. After all, I mean... he did kinda save my life."

"Oh. Well, that's alright," said another officer. "Might as well go back and start hunting Schultz from scratch now." The officers turned to leave, but Watanabe looked at the building Spider-Man had climbed over for a little longer before following her men.

* * *

Peter gathered his lunch from the cafeteria before going to find his friends. _Great first outing as Spider-Man, Parker._ Peter thought to himself. _You ruined everything!_

He sat down next to Mary-Jane and Harry, who were already talking until Mary-Jane saw Peter's face. "Oh, my gosh! Peter, your face!"

Peter actually had a bruise on his left cheek and a bandage over his forehead. "Oh, you noticed, huh?"

"What happened to you?" said Harry.

"Oh, uh, got mugged on my way here," said Peter. "They roughed me up pretty good, but luckily, some people nearby drove them off."

"Rrrrright," said Mary-Jane. "Y'know, you were nearly late this morning. I mean, like way more than usual. And you nearly fell asleep in English. Why is that?"

"Oh, I, uh, I had a lot of homework to catch up on," said Peter. "Had to pull an all-nighter to get it all done."

"Really?" said Mary-Jane. "That is so not like you procrastinate."

"Uh, well, guess I'm still a little shaken from the whole thing at the Expo," said Peter.

"Oh, yeah, that reminds me," said Harry, as he pulled out a newspaper. "That Spider-Guy showed up again last night apparently. Didn't go so well for him this time, though."

_Spider-_Man_!_ Peter thought. _When is that gonna catch on?_

The three friends looked over the newspaper, as it talked about how Lieutenant Yuri Watanabe said in an interview, that they knew that Herman Schultz was preparing to rob that jewelry store for a long time now. They set up a stakeout, but Spider-Man's presence turned the whole thing into a bust. Peter noticed that Watanabe also said that she and her fellow officers had decided to nickname Schultz, the Shocker.

_Ha! I knew it would catch on!_ Peter thought. He looked at the headline with Spider-Man's name in it, and he noticed there was no hyphen between Spider and Man. _Gotta let everyone know about that hyphen somehow._

Continuing to read the article, Peter learned that Herman Schultz was once a humble inventor, until one day, his bosses decided that his experiments were getting too dangerous and fired him. Now he had invented these special gauntlets, which could vibrate the air around them in such a way, they could create devastating shock waves, and had been using them to cause trouble for quite some time now.

"It's too bad," said Harry. "I mean, that Spider-Man guy really saved us back at the Expo. I really did hope he would come back. Just figured he could do better than this."

"Well, even a superhero makes mistakes, I guess," said Peter.

"Yeah," said Harry, "but I don't blame him. He was only trying to help. Isn't that what really matters?"

Mary-Jane looked at the expressions on the two boys' faces, and rolled her eyes. She already knew that Peter was Spider-Man. At least now, she knew what Peter was _really_ doing last night. She had decided not to tell anyone that she knew yet, not even Peter himself. She was kind of hoping Peter would tell her the truth himself. And right now, she was annoyed both at the fact that Peter was expecting her to buy his story, and that Harry couldn't get a clue himself.

* * *

"So, that's what happened, eh?" said the distract chief of police, Joe Garrison. Yuri Watanabe was sitting in a chair across from him, as they were discussing the failure of her stakeout.

"Yep, that Spider-Man guy just burst in and tried to stop the Shocker himself, and frankly, that guy was out of his weight class," said Watanabe.

"Ah, well, then it's not your fault, Yuri," said Garrison. "What did happen to that Spider-Boy, though?"

Yuri paused for a second after hearing that. She thought of how she'd basically let him escape, but she suddenly said, "He got away. He climbed up a building. I couldn't stop him."

"Hmm, I see," said Garrison. "Well, have you found any new leads on, uh, this _Shocker_ guy yet?"

"Well, we've seen his pattern as of late," said Yuri. "We theorize that his next target may be the upcoming art gallery, at the Flushed Colors Arts Center. There's going to be an important painting on display there. He'll probably try to make off with it to sell on the black market."

"Okay, then, I want you and your finest officers giving that gallery the utmost security, Yuri," said Garrison. "But promise me one thing: you must look out for both the Shocker _and_ Spider-Man."

"I promise," said Yuri, as she was dismissed. As she walked out, she ran into Lieutenant George Stacy.

"Hey, Yuri, how's the Shocker hunt going?" said Stacy.

"Just fine," said Yuri. "We're about catch him red-handed at the upcoming Flushing Colors Arts Center gallery. Hopefully, Spider-Man doesn't mess this one up."

"Don't worry about Spider-Man, Yuri," said Stacy. "My men and I are on the hunt for him right now."

* * *

Peter was walking home from school, passing by the scenes, though everything appeared quiet. Eventually, he saw the Flushing Colors Arts Center, and noticed a huge line of people standing in front of it. Curious, he walked over to see a sign outside that read, "Today only: Art Gallery for new and upcoming artists! Featuring an original work by the famous Pierre de Kreme."

_That's gotta be the most made-up sounding French name I've ever heard._ Peter thought. Taking a peek through the door, he noticed plenty of interesting looking paintings and sculptures inside. _Eh, might be worth a stay._ Peter whipped out his phone to text Ben that he wouldn't be coming home until later.

He made it inside the gallery and looked around at all the paintings. He noticed an interesting style with colors on one painting, which was of the Empire State Building from ground level. It utilized many different shades of blue and red, while using different shadow angles.

_Maybe I should climb Empire State, make my own painting sometime._ Peter thought.

Suddenly, he noticed someone about to walk by him. She looked familiar. Then his eyes widened in shock at seeing it was the same officer he'd rescued from being crushed the other day. She was going around asking a few questions to everyone she encountered. Then, she made her way over to him, and Peter sucked in his breath. He was grateful the bruises he received on that night were long gone.

"Excuse me, sir, have you seen a man in yellow armor, or a man in a red mask with a spider on his chest come around here lately?" said Yuri.

"Uh, I can't say that I have, ma'am," said Peter, nervously sweating. _Oh, please don't recognize my voice!_

Man in yellow armor... Was she talking about the Shocker?

"Well, if they're smart, they'll stay away," said Yuri, as she turned to walk away. "'Course, I'd prefer it if they showed up long enough for me to arrest them."

"Hang on, uh, I just got here," said Peter. "What's going on exactly?"

"Well, there's this crook called Herman Schultz, aka the Shocker," Yuri explained. "We have reason to believe that he's coming to this art gallery tonight, and try to make off with that de Kreme painting. It's worth a cool amount of cash."

"And what of this mask guy?" said Peter.

"Ugh, that Spider-Man guy!" Yuri said, smacking her own forehead. "We almost had the Shocker a few days ago, but then he showed up and ruined everything! If he really wants to be helpful, he can turn himself in and stay out of our way!"

Peter felt a little glum after hearing that. "I mean, he's just trying to help, right?" he said, but Yuri said nothing back. "Say, uh, why do you call that guy 'the Shocker'?"

"Oh, it's just a little name I heard, uh, someone call him once," said Yuri, as she walked away.

_Ha! I knew it! I just named a supervillian!_ Peter thought. He looked around the gallery and thought about Schultz showing up to ruin everything. But he wondered, was it really a good idea to interfere? He already ruining one stakeout. He didn't want to ruin another.

"Attention, ladies and gentlemen!" came the host of the event. "I am pleased to announce that Pierre de Kreme's old masterpiece, 'Asymmetric Self', is now on display in the main hall!" She led a group of excited art enthusiasts over to the main hall, and Peter saw Yuri call some of her fellow officers over.

"C'mon, if the Shocker's gonna strike, it's gonna be soon, boys," said Watanabe. The other officers nodded and followed her to the main hall. Curious enough, Peter wandered after them.

In the main hall, Peter got a good look at the painting. It seemed to be a self-portrait of de Kreme, only it was made up of squares, triangles and circles, each either yellow, red, blue, or orange.

"That's de Kreme's masterpiece?" said Peter. "A bunch of squares and circles?"

"It's a type of cubism he made for himself," Yuri, standing next to him, hissed into his ear. "You people know nothing of true art."

Peter rolled his eyes, until he heard an explosion coming from the back of the center. Yuri and her officers turned to face it, and Yuri said, "I knew it! That must be the Shocker right now!" She ordered most of her men to follow her to the back, leaving about three officers close to the painting. Peter felt tempted to follow them, but figured he wouldn't be very helpful.

Suddenly, another explosion occurred at the glass door to the center, shattering it instantly. Peter and the other visitors looked over to see the Shocker entering the room.

"Not bad, boys, bet ya thought you had me there!" said the Shocker. "Not quite, though!" the remaining officers pulled out their guns, but the Shocker quickly fired his gauntlets to blast them back. He then fired a few more shock waves to clear a path to the painting, including launching Peter back to behind a sculpture.

* * *

Yuri and her men had heard the explosions in the front, just as they were noticing that the explosion in the back was caused by a lone gauntlet sitting in the alleyway behind the center.

"It was a distraction!" Watanabe exclaimed. "Quick, let's get back there!"

* * *

The Shocker grabbed the painting just Yuri and her men were coming back. However, the Shocker noticed this, and launched another shock wave, causing bits of the stone roof to fall and block their path. "Sorry, got places to be!" he said.

"Not so fast, Shocker!" said the officers still in the room. "Drop the painting and those gauntlets now!"

"Wha- Shocker?" said Herman. "I never approved that name!"

Peter was in a panic in the background. He wanted to help, but he didn't want to mess things up again. However, he looked at the terrified expressions of the people in the room, and he knew that he had to do something.

"You know what, forget it!" Shocker launches some shock waves into the air, causing a large chunk of the roof to fall downwards. Everyone underneath it screamed in terror, but suddenly, the chunk stopped just short of crushing them. They looked out to see Peter, fully clothed in his Spider-Man garb, lifting it up until he threw it aside.

"Woo, that could have been ugly," said Spider-Man. He turned to see that the Shocker was getting away, so he ran out the door after him.

"You're not getting away this time!" Spider-Man shot some webbing at the Shocker's feet, causing his legs to tangle up together and make him fall over, dropping the painting.

"You again?" Herman said as he looked over to Peter. "That's it, this time I'm gonna shut you up!" He launched another shock wave at Peter, but Peter jumped up and dodged it, landing right on top of Schultz.

"Hey, you notice that they picked up my name for you?" said Spider-Man. "See, it is catchy!"

"Why don't you catch this!?" said Shocker, firing a shock wave up at Peter. Peter dodged again, the Shocker ended up hitting himself in the face.

"Yeow!" he screeched. "You miserable little...!" He prepared to attack again, but Spider-Man grabbed the painting and held it in front of himself.

"Maybe don't?" said Spider-Man. "Your buddies in the black market might not appreciate it if you damage the goods."

The Shocker growled until he noticed Watanabe and her men emerging from the center, prepared to chase him down. "Grr, this isn't over!" He fired a shock wave at the ground, boosting him into the air, and allowing him to land on a nearby rooftop. Spider-Man jumped onto the building himself, but another shock wave from the Shocker causing Peter to fall off from the vibrations.

"Grr, we can't let him get away!" said Yuri, as she charged into the street after Herman.

"Lieutenant, look out!" said one of her men, and she noticed a semi-truck coming straight for her. She gasped in a panic, but suddenly, she was tackled out of the way just before it reached her. She opened her eyes to see Spider-Man holding onto her as they lay on the ground.

"So, that's twice I saved you now, huh?" said Spider-Man. He paused as he looked Yuri in the eyes. "So... should we kiss now or-"

Yuri smacked him in the face. "Okay, okay, I deserved that," Spider-Man said, clutching his cheek. Even with his durability, it still really hurt! Maybe she had super strength too. "I guess, I guess I'll be on my way now." He quickly ran off, and Yuri carefully rose from the ground. She looked up to see Spider-Man was already gone. Man, he moved fast. Her officers walked over, carrying the painting.

"So, if you're done flirting with your boyfriend now..." said an officer.

"What did you just say to me!?" exclaimed Yuri.

"Nothing," the officer said sheepishly. "Well, anyway, we're happy to report that the painting is undamaged. Can't believe I'm saying this, but I think Spider-Man actually helped in there."

Watanabe stood silent. "Yeah... I guess so..."

* * *

A few days later, Peter and Harry were having lunch at the new burger joint together.

"So, I hear Spider-Man showed up again," said Harry, dipping a fry in ketchup. "That Shocker character showed up at an art gallery. But Spider-Man saved a valuable painting."

"Interesting," said Peter, as he took a bite of his burger. "Say, Harry, what do you really think of Spider-Man anyway?"

"Eh, he's okay, I guess," said Harry. "I mean, he did save Dad's bacon at the Expo. But frankly, it probably doesn't matter what I think. I think we can all agree that the cops don't like him very much."

"Well, he did mess up a very important stakeout," said Peter, trying to not sound like he was taking sides.

"Well, you know, if your heart's in the right place, if you at least try to do good, I'd say that's what's most important," said Harry. "At least, that's what I figure. I mean, for me, I know a lot of times when it would have been easy to do the wrong thing when it was convenient for me. But I knew I shouldn't get away with something like that. 'Cause at least I know that if I have good intentions, it can't possibly go wrong, right?"

"Yeah, you know, you're right," said Peter. In fact, that was exactly what he needed to hear.

Suddenly, they saw a familiar face walk in. Peter and Harry turned to see Lieutenant Watanabe come inside and order some French fries at the counter.

"Hey, look, Pete," said Harry, grinning smugly, "looks like New York's 'finest' has just stopped by."

"Oh, ho, I wouldn't if I were you, Harry," said Peter. "I know her. That's Yuri Watanabe, and I met her, and learned the hard way that she does not like to be hit on."

"Oh, Pete, c'mon!" said Harry. "I was joking! She's, like, twice as old as us! Are you saying you actually tried to hit on that lady?"

"Er, well, something like that," said Peter. Harry gave him a weird look, and Peter quickly said, "So she's kinda hot, alright? Look, trust me, I will never try it again. And please, speak of this to no one! Especially not her!"

"Okay, sure," said Harry, nonchalantly sipping a soda. He looked over to see Yuri now sitting at a table, but it looked to him that something was really bugging her.

After a minute, Harry rose up from his seat and said, "Well, I need to see the porcelain pony, now, I'll be back." He walked away towards the restroom, as Peter then fixated on Watanabe. Her face looked distressed, as if something was endlessly nagging at her. Peter thought about what it could be, until, against his better judgement, he decided to go over to her.

"Excuse me, haven't we met?" he said, as Yuri looked up to see him.

"Huh? Wait, I know you! You're that kid from the art gallery," said Watanabe.

"Yeah, um," Peter sat down in the seat across from her. "I couldn't help but notice something was bugging you. You wanna talk about it?"

"It's none of your beeswax, kid," Yuri said, dunking her fries in her ketchup.

"Peter," Peter said, making Yuri look up. "My name is Peter Parker."

"...Watanabe. Lieutenant Yuriko Watanabe," said Yuri. "But my friends call me Yuri."

"Yuri, I like that," said Peter. "See, we're making progress here!"

Yuri sighed, and then said, "Look, if you must know, it's that Spider-Man guy. He's been bugging me, pardon the pun, for days now."

"Oh, is this about that stakeout you did?" said Peter. "I read about that in the newspaper."

"Well, yeah, he totally messed up our stakeout, and we lost the Shocker," Yuri continued. "But then, he... he saved my life. I was gonna get crushed by a collapsing fire escape, and then he pulled me out of the way."

"Then maybe it was a good thing he was there," said Peter.

"Then there was the art gallery, and well..." Yuri sighed. "As much as I hate to admit it, he saved that painting. Shocker still got away, but Spider-Man kept him from leaving with the painting. And then, um... he saved me again, from this huge semi."

"Okay, so what's the problem?" said Peter.

"The problem is Spider-Man shouldn't be running around like that!" said Yuri. "Frankly, he is a vigilante, which is literally illegal! He messes up police operations, he caused a lot of damage to that jewelry store by starting a fight with the Shocker, and he keeps putting himself in danger! I'm a cop, I can't just let him get himself into trouble like that! It's my responsibility! And yet..."

"What?" said Peter.

"I keep getting this feeling, like this voice in my head that keeps saying, 'Leave him alone, let him go'," said Yuri. "I just don't know how to deal with him."

Peter sat there silent for a minute. "Hey, you know what my friend, Harry, was just telling me? Sometimes, what matters most is that you try to do what's right. And he told me that if your heart's in the right place, you can do no wrong."

"Well, I'm sorry to break this to you, but Spider-Man _did_ do wrong!" said Yuri.

"I don't just mean Spider-Man," said Peter. "I mean you too."

"What?" said Yuri, stunned.

"I can tell both you and Spider-Man just want to help people. To do the right thing. So, hey, you have something in common!" said Peter. He rose from his seat, and added, "I wouldn't worry, Yuri. You just do what you think is right. Sometimes that's all we can do."

Peter walked back over to his own seat, and Yuri was left deep in thought.

* * *

A few days later, Spider-Man was wandering through the city, along the rooftops, until he saw an abandoned construction yard. He saw that there was no one around so he dropped down and looked around. _I suppose this is a good place to practice my moves._ He walked up to some steel girders, and thought about how strong he actually was. Grinning, he decided to do a karate chop on the girders... and immediately reeled back in pain. _Yeow! Okay, I'm strong with punches, not chops!_

"Well, well, well, look who the cat drug in," came a voice. Peter turned around to see Yuri Watanabe walking up behind.

"Ack! Oh, hey, Lieutenant!" said Peter, trying to make light conversation. "So, how've ya been? You seen the game last night? Talk about an underdog story."

"Shut up," said Yuri.

"Yes, ma'am," said Peter. "Um, what do you want from me?"

Yuri sighed and rubbed her forehead. "What's your angle, Spider-Man?"

"Huh? Angle?"

"Just what do you want? Why are you doing this? Dressing up in a weird Halloween costume, wrapping thugs up in webs, dropping in where you're not needed? Just what are you trying to do?"

"I, well," Peter stuttered. "Please, I want you to know that I only wanted to help people. I mean, I have these weird spider powers, and I figured I could do something useful with them. There's no ulterior motive here, okay? I'm sorry for messing up your stakeout, okay? But I really only wanted to help."

Yuri stood there silent, and Peter said, "So, you gonna arrest me?" Yuri said nothing. "Um, I'm just gonna practice my moves here, okay?" Spider-Man walked over to some more girders, and he tried to punch them. He didn't break his hand this time, but they didn't break.

"No, no, no," said Yuri. "If you wanna break those things, you gotta aim for the center. It's a weak point. Always go for the quickest win."

"Huh?" said Spider-Man.

Yuri walked over to grab Spider-Man's arm and positioned it over the center of the girder. "Look, you have strength, but you need to know how to use it in outside of stressful situations. Just envision that girder breaking in your head. Don't hold back."

Spider-Man looked confused, but did as Yuri instructed. Suddenly, he smashed through the girders on the very top, splitting them in half. "Sweet!"

"Here, you wanna stop a bad guy as quickly as possible?" said Yuri. "You aim for the forehead. That should knock him out. Like this." She threw a punch at Peter's forehead, though Peter dodged it with his Spider Sense.

"How'd you do that?" said Yuri.

"Sorry, I can't tell just anyone how my powers work," said Spider-Man.

"Well, don't dodge this time, okay?" said Yuri. "You wanna know how to do it, right?"

"Uh, sort of? But I'd rather not get punched in the face," said Peter.

"You can take it," said Yuri. "You're tough enough to take the Shocker's blasts at close range. Now just hold still."

Peter, for some reason, decided to do what she said, and he landed a punch right in his forehead. "Yeow! Okay, I think I got it!"

"Are you sure?" said Yuri. "Are you sure you don't need me to do it again?"

"No, no, that won't be- whoa!" Yuri threw another punch, but Spider-Man's Spider Sense warned him and he dodged, and Yuri kept punching at him until Peter threw a punch back, knocking Yuri backwards.

"Oh! I'm so sorry, Ms. Watanabe," said Peter. However, Yuri was smirking at him.

"Not bad, kid. Not bad at all." She pulled out a small notebook. "So now we can add 'assaulting an officer' to your list of grievances."

"No, no, please!" said Peter. "Look, wha- why are you here? What are you trying to do?"

"Just want to know who Spider-Man is," said Yuri. "And I don't mean who is hiding under that mask. I mean, just what makes him tick?"

Peter looked shocked, but Yuri wandered closer to him. "So, those webs of yours, how do they work? You like, make your own or..."

"Um, I don't think I should tell you that," said Spider-Man. "Look, this-this whole thing is just awkward, okay? May-maybe I should go?"

Spider-Man turned to leave, but he heard a gun cock. He turned to see Yuri pointing her pistol at him. "Better not," she said. "I need to know if I should arrest you or not."

"Please, you know I don't mean any harm, right?" said Peter. "If you really want to hurt me, I say fire that pistol right now."

Yuri stood there silent, but then lowered the gun and sighed. "Yeah, you're right. I can't hurt you. You did... you did save my life after all."

"Yeah, it's true, I did," said Peter. "Feel free to thank me anytime."

Yuri stood there silent, before she walked back up to him, and said, "Listen, Spider-Man. I don't know who you are, or what you're trying to do, but I want to make you an offer." She suddenly handed him a small radio. "I'd like you to keep in touch with me through this."

"What? What for?"

"Well, any crazy supervillain shows up in a sad Halloween costume," said Yuri, "I want you to be the first to know." She was silent for a second, until she said, "I want to work with you, Spider-Man."

"You want to work with me?" said Spider-Man. "How does the chief feel about that?"

"Well, the chief feels just fine about it, considering he doesn't know," said Yuri. "I think what you need is someone to keep an eye on you. I think I'll trust you for now. And I can whip you into shape and keep you in line. And if you ever step out of line, then I can arrest you on the spot. Sounds like a good deal to me."

"Oh, is that what this is all about?" said Peter. "Keeping me in line?"

"Absolutely," said Yuri. "I'd rather not have you around, but clearly, you're not going away, so I might as well get something good out of it."

She turned around to leave, as Peter stood there stunned. She turned back to look at him, "You can go now."

"Oh, uh, sure, but it might take a second," said Peter as he turned to climb up a building.

"Ugh, you know what, I need you to show up on time," Yuri said, before walking back up to him. She wrote something down in her notebook before ripping out the page and handing it to him. "Here, I thought of a way you can put those webs of yours to use."

Peter took the page as Yuri walked away. He looked it over and saw a few notes about how to use the webs as ropes, to pull or to latch onto things. Interested, Peter quickly went home.

* * *

"Whoo-hoo!" Peter yelled out, as he tested his new web-shooters. Now, there were two modes of fire on them. One was for a simple web "splat", but the other he just made shot out rope-like webs that could stick to various surfaces. This webbing was made by combining his web fluids with his own special ingredient that made it more sturdy. There were at least four cartridges for this mode's webbing fluid, because he'd need it more.

Right now, he was swinging through New York, using his webs to swing from building to building. His Spider Sense was really coming in handy here, as it allowed him to sense good places to fire his webs, and he instinctively aimed and fired. Now he was swinging through the city like Tarzan. It felt great to feel the wind in his face, and it was so much faster to travel.

Finally, he saw a tall building, and quickly ran up it to perch right on the top. He looked down at the city below, saw people walking around, cars driving by, a few pigeons nesting. He found himself thinking about what Yuri had told him. He wanted to help, but sometimes he just got in the way. But now, Yuri was trusting him. He wasn't sure why, but he knew for sure that he refused to let her down.

Suddenly, he heard some crackling. He realized that it was coming from his radio that Yuri gave him. Curious, he picked it up out of his pocket and tuned into the right frequency. "Uh, hello?" he said.

"Spider-Man, is that you?" came Yuri's voice.

"Uh, yeah," said Peter. "What's up?"

"I just got word that the Shocker has returned," said Yuri. "He's about to rob the Westside Bank. My officers and I are on our way, but I don't think we can get there fast enough."

"Wait, are you..." said Peter.

"Get there. Stop him. If you can," said Yuri, before the radio went silent. Peter looked out over the city. So it was true. Yuri did trust him. He looked downwards and could see that the Westside Bank was nearby. Without hesitation, he leaped off the building and dived for the streets below, before shooting a web and swinging himself back up.

* * *

Spider-Man landed nearby the bank, but saw that there were few people around, and no sign of the Shocker. He carefully made his way down to the rooftop, and clinging to the wall, he made his way through the door and onto the ceiling of the place. He looked down to see a few people making small withdrawals with the tellers, and carefully lowered himself downwards by dangling from a web.

Suddenly, there was an explosion, and everyone looked to the side to see that the Shocker had made a huge hole in the wall. "Alright, nobody move! Just show me where the vault is!" he said.

Everyone began to panic, until Spider-Man dropped down to the floor right in front of the Shocker. "Hey, Herman, my man!" he said. "Long time no see. Also, there was a door."

"You again? Why won't leave me alone!" said the Shocker. Peter noticed him about fire his gauntlets, so he leaped over his head to at least angle him away from the citizens in the bank.

"So why would you try to rob a bank anyway?" said Spider-Man. "You know most banking is digital these days. Maybe you should try becoming a cyber criminal. That's probably a bit more productive, wouldn't you say?"

"I am the Shocker! I take what I want!" The Shocker fired his gauntlets at Peter before the teen dodged.

"Hey, you're using the name now!" Peter said excitedly. "So you did like my name for you!"

"Eh, it's kinda growing on me," said the Shocker. "Better than Herman Schultz, at least." He prepared to launch another shock wave, but Peter quickly charged forward to bash his face in with his knee. Herman fell on the ground, so Peter turned to the people in the bank.

"Get out of here! I got this guy!" Everyone quickly agreed and ran out of either the door or the hole that the Shocker made.

"You stay out of my way, kid!" the Shocker fired his gauntlets again, but Peter used a web to grab Shocker's foot and pull, making him fall backwards and making his shock wave miss.

"How do you like my new webs, Herman?" said Peter. "My own design. 'Course, a friend gave me the idea. What about you? A friend help you make those gauntlets? Can I say hi to him someday? I'd love to talk shop with him sometime."

"Grr, do you ever stop talking!?" the Shocker launched more and more shock waves, but Peter dodged each of them.

"You know that's a matter of opinion," said Peter. "Is there any real way to measure how much one talks? Is it about how many syllables are in a single sentence, or how many words you use to express a single thought? Or maybe you just-"

"JUST! SHUT! UP!" the Shocker was firing madly. You'd think that with all this talking, one of these shock waves would have hit by now. But of course, Peter was mostly relying on his reflexes driven by his Spider Sense, so his brain was free to quip to his heart's desire.

"Well, you know, I may be talkative, but you have no indoor voice," said Spider-Man. "You'e gonna need a lozenge when we're done." Eventually, as he dodged another shock wave by jumping over it, he landed right next to Shocker and began giving him punches and kicks at any weak points in the armor he could find.

"Guah!" said the Shocker. "Oh, you are so gonna get it!"

"You wanna know what your problem is, Shocks?" said Spider-Man, dodging more attacks. "You're a one trick pony. You can fire shock waves, and that's it. Look at me! I can punch, I can kick, I can shoot webs, and I can even do this!"

He leaped onto the Shocker's shoulders and used webs to grab his arms, before making the Shocker punch himself. "Why you hittin' yourself? Why you hittin' yourself? Why you hittin' yourself?"

"Oh, grow up!" said Shocker, before he fired a shock wave that blasted Peter up in the air. As Peter fell back to the ground, he looked up to Shocker approaching him.

"Actually, I think I see your real problem," said Spider-Man. "You just got anger problems. It's okay, this is a safe place, Herman. Who is that hurt you?"

"Right now, I'd really like to hurt you!" said the Shocker. He prepared his gauntlets again, before someone suddenly tackled him to the ground. Spider-Man rose from the ground to see Yuri wrestling with Schultz, trying to stop the gauntlets from firing again.

"Yuri, you made it!" he said.

"If I were you, I'd run," said Yuri. "My men are right behind me. You're the second most wanted man in the room."

Spider-Man nodded before he jumped up and used a web to latch himself onto the ceiling, many feet above the ground. Several other officers poured into the bank, aiming their guns at the Shocker.

"Ugh, get off!" Shocker said, throwing Yuri off of him before lunching another shock wave at the other officers, making them stumble backwards. "C'mon! You wanna piece of me!?"

Looking down from the ceiling, Spider-Man eyed the Shocker's gauntlets. He noticed there seemed to be a button that the Shocker pushed to fire a shock wave, and he got an idea. Aiming carefully, he fired some sticky webs at Herman's thumbs, and Herman suddenly noticed that his fingers were stuck together. He tried to pull them free, but they wouldn't budge, and now he couldn't reach the buttons anymore. Noticing this, Yuri suddenly whipped out her taser and stuck right into Herman's exposed neck, shocking him and making him pass out.

"Finally," said Yuri, picking the unconscious Herman off the ground and carrying him over to her men. "Here, why don't you boys take him to car, strip him of his gauntlets? I gotta do some damage control." The other officers nodded and carried the Shocker out, and Yuri looked up at Spider-Man on the ceiling, who carefully lowered himself down.

"So, what do you think, good team effort?" said Spider-Man. "We make quite a team, eh?"

"Yeah, it's true," said Yuri, looking at the ground. "I'll admit, we couldn't have done it without you."

Spider-Man was grinning under his mask, but then Yuri gave him an angry look. "Look, Spider-Man, I want you to understand something. Do you think it's easy for someone like me to get where I am? Not only a woman, but an Asian-American woman too. It took me years to get people to respect me, for the chief to give me a chance, to get those guys over there to trust me. And I am only a few more months away from finally getting promoted to Captain. I have worked too long and too hard to get where I am, so don't think for one second that I'm going to jeopardize any of it for some kid in spandex."

Peter stood there stunned, before he suddenly spoke up, "Is that what this is about? But Yuri, you don't have to worry about that."

"Yes, I do!" said Yuri. "These people will patiently wait for any excuse to kick someone like me to the curb in a heartbeat."

"If they do that, then they are really stupid," said Peter. Yuri seemed shocked that he would say that, but Peter continued. "What I saw just now, that was amazing! You're like the coolest person on the force, Yuri! You tackled Shocker without hesitation, and you took him down yourself! Look at you, Yuri! You're tough, smart, unstoppable! I'd say the force could use more people like you! I wish I was as cool as you."

Yuri stood there stunned, before putting a hand in front of her face. Peter wondered why, but then he spied something. Yuri was _blushing_! Despite himself, Peter couldn't help but grin under his mask.

"Right, right, um, thank you," said Yuri, trying really hard to hide her blush. _How am I being boiled into a red lobster by this kid?_ she thought to herself. _Grr, try to be tough, and it just doesn't work on him._ However, as she looked at Spider-Man, she somehow saw a gentle look in his eyes. She knew he meant everything he just said, and even if she didn't want to admit it, she kind of thought the same of him. She thought he was tough, smart, and had a good sense of justice. As much as she hated to admit, she respected him.

"Alright, um, here's what I'm thinking," said Yuri. "You keep that radio, I'll call you whenever we really need some super assistance, okay? Just, no more messing up our operations, okay? I-if you're gonna do something, tell me first. I'll-I'll try to keep you from doing anything stupid, okay?"

"Right, of course," said Spider-Man. "Gotta keep me in line, otherwise I gotta go to jail, right?"

"Yeah, exactly," said Yuri. At that point, she tried to turn around, but then faced Spider-Man again. "And, uh, I guess I should thank you for saving my life. Twice."

"It's okay, just doin' my duty, ma'am," said Spider-Man, giving a mock salute.

A thought occurred to Yuri, so she walked up to Spider-Man, and said, "Here, I, uh, I think you've earned a reward." Peter was shocked when she pulled up the part of his mask over his cheek, and gave him a kiss. Now, Peter was the one blushing as red as his mask, as they heard a shock wave in the background.

"Hey, careful with that gauntlet, Larry!" came a voice outside.

"Whoa, uh," said Peter, unable to speak.

"What, don't you like your reward?" said Yuri, smugly putting her hands on her hips.

"Uh, I don't know," said Peter. "Maybe you should give it to me again?"

_Slap!_

"Ugh!" said Spider-Man, clutching his cheek. "Yeah, I was kinda asking for that."

"Yeah, let me be clear, this..." Yuri pointing to herself and Spider-Man, "is not gonna happen. I can tell from your voice that you are way too young, pal."

"Yeah, you're right, uh, we should keep things professional," said Peter. "Um, well, maybe I should go. See you later, Yuri."

"That's Lieutenant Watanabe to you," said Yuri.

"Seriously? But that's such a mouthful!" said Peter.

"Well, it'll be Captain Watanabe soon enough," said Yuri.

"That is one syllable less!" said Peter. "Ugh, forget, I'm gonna go now."

"Until our next fiasco," said Yuri, turning to join her fellow officers, before Peter ran out the hole the Shocker made and swung away.

* * *

Peter made it back home, only to find an out-of-breath May and Ben waiting by the door. "Peter! Where were you? You forgot to call!" said May.

"Oh! I'm so sorry!" said Peter. "It's just, there was a big... um, hold up, at the Westside Bank. Someone was trying to rob it, but the police stopped him, and they questioned me as a witness."

"What's that bruise on your forehead?" said Ben.

Peter felt his forehead, and said, "Um, that robber tried to attack me too."

"Oh, Peter!" May said, embracing her nephew. "Please, don't scare us like that!"

"It's okay, the police had my back," said Peter.

"I'm surprised that Spider-Man guy didn't show up," said Ben.

"Actually, I think I did see him there," said Peter.

"Oh, my!" said May. "I sure hoped he helped out too."

"You know, call me crazy, but I feel safer with Spider-Man out there on the streets," said Ben. "But let's have some supper, shall we?"

Peter grinned to himself as he followed Ben and May to the table.

* * *

Yuri Watanabe was walking through the police station until she suddenly ran into George Stacy.

"Hey, Yuri! Quite a catch you made today, huh?" said Stacy.

"Hey, George," Yuri said. "So, what have you been up to?"

"Actually, the Chief agreed to allow me to start a little Spider patrol," Stacy explained. "Don't worry, we'll find that Spider-Boy someday."

Yuri actually froze at that. Would it really come to that? Would she have to protect Spider-Man from her own co-workers?

Suddenly, another officer appeared in front of them. "Guys! Guys, we got a problem! Schultz is gone!"

"What? Schultz is gone? How?" said Stacy.

"I don't know," said the officer. "We just had him the interrogation room, asking him questions, we left the room for a few minutes, and he was gone!"

* * *

"Alright, I got out. Lucky those people who were supposed to be guarding me were on your payroll," said the Shocker, as he stood before a large, bald man.

"It's good to have friends in high places," the man said smugly.

"But what do you want from me?" said the Shocker.

"I'd like to make use of your inventing skills. I can give you the materials needed to craft some better gauntlets, something that not even Spider-Man can stand up to," said the man.

"I like the sound of that," said the Shocker. "Okay, you got a deal, Mr. Fisk."

"Good," said Fisk. "I just love it when everything goes right."

* * *

**And this is the end of my three part premiere of 'The Marvelous Spider-Man'. Are you guys excited for this? Because I sure am! Writing this has been so much fun so far! And I'm happy to bring Yuri into this. I liked her in Spider-Man PS4, and I love the idea of her as Spider-Man's Commissioner Gordon. But you know what I love about having this as a fanfiction? No corporate strings to hold me back! I don't have to exclude a villain just because someone at Disney wants to make him the villain of their movie. And I like how it's taken a lot a pressure off of me. I know that Spider-Man's been done a thousand times, but I'm writing simply because I enjoy it. I don't have to obsess over defying expectations, or creative differences, or trying to make a boss happy. So you know what? Maybe my old dream shattering was a blessing in disguise. I can write this story however I want, and the only thing I need is you guys giving me your loyal support, and just enjoying it like I do! So, stick around, there's so much more to come!**


	4. Sky High

_Hello, my name's Peter Parker. You don't know me. At least, I hope you don't. If you do, you probably just see me as an average Joe, just trying to fit it. But recently, something extraordinary happened._

_I got bitten by an experimental spider, and the next thing I knew, I was developing these wicked spider powers. I can walk on walls, shoot webs, jump over rooftops, even sense the things in the world around me._

_I got to thinking, my uncle Ben always tells me, "With great power, comes great responsibility." So, I figured it was time to take that advice. New York's a pretty dirty town. Maybe it could use a hero or two. That's why I'm gonna be that hero, and help the good people of this city. Who am I? I'm Spider-Man!_

* * *

Up on a rooftop, Spider-Man sat back, looking over the city. Frankly, he'd come to adore his new powers if only for the opportunity to check out this view. It was still early in the morning, so the sun was still red and peeking over the horizon. Its lit hit all the buildings before Peter in such a way they gave off a primitive shadow over the landscape, as if trying to emphasize the "jungle" in "urban jungle".

Peter relaxed his arms and legs. The city seemed awfully quiet this morning, and he still had a little bit before it was time for school. Lately, he'd convinced May and Ben that he'd get up early in the morning to do some extra studying at the school library. They only agreed to that if Peter would go to bed an hour early. Of course, Peter never did that. He'd just go in his room, lock the door, and get ready for his nightly patrol. Ugh, if only he was in college right now or something. It wasn't easy being a superhero with your aunt and uncle breathing down your neck and being so overprotective.

At this point, Peter decided that nothing was happening this morning, so he stood up and dove off the building before shooting a web to swing himself along. However, as he swung past a nearby bank, his Spider-Sense suddenly went off as he heard a loud BOOM! Landing on the wall of a building, he turned his head to spy dust coming from the top of the bank, and from it, he saw a familiar figure: the Vulture.

"So long, suckers!" said the Vulture, holding a bag of loot in his claws, as he used his wings to turn himself away and fly off. Peter quickly jumped from his perch to swing after him.

Eventually, he got close enough grab onto the Vulture by webbing one of his legs. The Vulture quickly took notice of this and looked down in rage to see the same kid who had thwarted him the last time.

"Isn't it a bit early for this, Vulchy?" said Spider-Man. "I know the early bird gets the worm, but I think you're being a little too literal."

"Grr, get off me!" the Vulture, swerving left and right trying to throw the webslinger off, but to no avail. Eventually, he tried slamming poor Peter into different buildings on his flight route.

"Gak! Yeow!" said Peter. "Okay, you know what!? You do not deserve a pilot's license pal!"

"Will you get off!?" yelled the Vulture. "I don't have time to deal with you right now, insect!"

Peter grabbed his web line and tried climbing his way up like it was rope. Unfortunately, even with super strength, it was hard to do with the speed the Vulture was going at. Eventually, he got close enough to the bag of loot and grabbed on tight.

"Hey, whadda ya think you're doing!?" said the Vulture. "You're messing up my flight pattern!"

"Sorry, bird brain," said Peter, yanking harder to pull the sack out of the Vulture's grip. "Just gotta make a quick withdraw for you."

Suddenly, however, the bag began to rip, and Peter's grip was reduced to his fingertips sticking to the ripped-off section by his powers. At this, many dollar bills began pouring out, fluttering through the air. Eventually, Peter lost his grip and fell down to the streets below, suffering a very painful landing.

As he stood up, holding a hand to his head, he suddenly heard a loud honking. He looked over to see a large truck with a tank on its end steering straight for him. He instinctively jumped out of the way, but by then, the truck driver had made a mad swerve to try to avoid running him over, and the result was the back end of the truck swiveling around the truck's body, until as the truck finally stopped, the tank on the back smacked against a nearby lamp post, causing a hole to be broken through it, and the liquid contents to leak out.

Peter was on the sidewalk looking on in shock, but then he saw more cars coming in. They all tried skidding to a stop, but slipping on the liquid that had poured out of the truck. Peter leaped forward onto the street and shot some webs to try to stop the slipping cars from crashing. It seemed he stopped most of them, but one still ended up crashing into the tank ahead. Then, some sparks causing by the clash of metal suddenly lit the liquid covering the street on fire, trapping everyone inside their vehicles.

"Oh, no!" said Peter, terrified. Thinking quickly, he saw a nearby fire hydrant, and shot a web at it, pulling and pulling on the opening until finally, water spewed out over the street, and slowly extinguished the fire.

As soon as it was safe to come out, the drivers poured out of their vehicles angrily ranting.

"Are you nuts!?"

"I could've run you over!"

"I just bought this car!"

"You nearly burned down the block!"

"Uhh..." Peter said nervously before he other people flocking to the scene. Slowly, he climbed up a nearby building and got out of there as soon as he could.

* * *

Peter arrived at Horizon High just before the bell rang after changing back into his normal clothes. "Okay, not a great way to start the morning," he had told himself. As he went to most of his classes, he had a hard time paying attention to anything the teachers said, the image of that burning street still fresh in his mind.

Eventually, it was finally time for lunch, and Peter was secretly happy for the break.

"Hey, Peter, you alright?" said Mary-Jane, as she, Peter, and Harry sat down at a table together. "You've been surprisingly quiet all day long."

"Yeah," said Harry. "You missed like three different chances to correct our teachers today. I don't get it. You love doing that. You said it gives you a rush."

"Oh, uh, sorry, guys. I guess I'm just a little tired today," said Peter.

"Oh? How come?" said Mary-Jane.

"Well..." Peter trailed off. No way was he telling the truth to these two, but still, he figured just saying something could help him feel a little better.

"You ever feel like a disaster?" he said. "Like, you cause trouble wherever you go?"

"What do you mean?" said Harry. "Have you done something bad lately?"

Peter paused. "Let's just say I got some people good and mad at me, and it's been bugging me all day."

"C'mon, Peter," said Mary-Jane. "It's not like you meant to do anything wrong. Sometimes, if you want others to give you a break, you have to give _yourself_ a break first."

Peter sighed as he put a hand in his palm. But suddenly, he saw something that made that guilt of his temporarily fade. Sitting at the table directly behind them was the prettiest girl in the school: Gwen.

Gwen was tall, had long, blonde, curly hair, light blue eyes, a white skirt, and a white jacket. The truth is Gwen had been in the same grade as Peter and his friends for the longest time now, but it was only recently that he had begun to see her in a different light. The school year had just started, and when Gwen first came into the room, Peter saw for the first time just how grown up she was. And the truth was he knew she was kind and caring individual. She always had a bright and joyous smile on her face, she seemed capable of making friends with anyone she met, and there was even this one time when Flash tripped Peter in the hallway and he got a bloody nose, only for Gwen, who was nearby, to take it upon herself to help his walk all the way to the nurse's office.

Peter longed to get to know her better, but unfortunately, he lost his voice and his legs turned to jelly every time he got near her. He even tried looking her up on Facebook or Twitter, except she had no online profiles for some reason. In fact, Peter still didn't even know her last name.

"Hey, Earth to Peter," said Harry. "Feel free to put your tongue back inside your mouth anytime now."

"Oh, boy," Mary-Jane rubbed her forehead. "That Gwen girl is sitting right behind us, isn't she?"

"Oh, uh, well, yes, she is," Peter stuttered as Harry and Mary-Jane turned around to see Gwen sitting with her back to them.

"Peter, are you ever gonna try to actually talk to her?" said Harry.

"Hmm? Wh-Why would I do that?" said Peter.

"Peter, you clearly like her, okay?" said Harry. "It's so obvious."

"I do not!" Peter insisted. "I was only staring at her because she's sitting right in front of me!"

"Without touching your food all the while," Harry deadpanned.

"Harry, leave him alone," said Mary-Jane. "Nothing's worse then pressuring someone on something like this."

At that moment, some crude boys had sat next to Gwen. They mostly ignored her, before starting to make a childish game out of flinging food at each other. Unfortunately, poor Gwen was getting caught in the fire. When some macaroni splattered on her cheek, she angrily stood up in a huff and decided to try a different table, before settling on Peter, Harry, and Mary-Jane's.

"Hey, uh, is this seat taken?" asked Gwen as she approached.

"Hmm?" said Harry, looking up. "Oh, uh, no, help yourself."

"Thanks," Gwen smiled warmly, before she ended up sitting right next to Peter. All of Peter's muscles immediately went numb and he began to sweat.

"So, it's... Harry, Mary-Jane, and Peter, right?" said Gwen, gesturing to everyone at the table.

"Yeah, and I guess that makes you Gwen?" said Mary-Jane.

"Yep! Pleased to meet you!" Gwen said in a chipper tone. "Weird, isn't it? I know that we've been going to the same classes for years now, and only now do we even started talking to each other." Gwen looked down for a second. "Sorry, I always nervous about meeting new people."

"And why's that?" said Harry.

"Well, let's just say my dad's a little overprotective. I was actually very sheltered growing up, so it took me a while to grow out of it."

"You? The prettiest, nicest, most chipper girl in school?" said Mary-Jane. "I have a hard time believing that."

"It's true, you know," said Gwen. "I used to be so shy and was always sitting alone. But, lucky for me, some people tried talking to me, and I got used to it."

Suddenly, she turned to face Peter. "Hey, you've been awfully quiet this whole time," she said. "Why don't you tell me something about yourself?"

Peter's face turned red. "Um, I, um..."

"Are you okay?" said Gwen. "You're sweating a lot. Are you hot?"

"No, but he thinks you are," Harry said just quietly enough for Gwen to not hear him, but not quiet enough for Peter to not hear him. Thus, he got a kick to the shin for his efforts. A strangely powerful kick.

"I... I'm sorry, I think I need to go to the bathroom," said Peter, quickly standing up and race-walking towards the restrooms.

* * *

Eventually, Peter got a grip on himself and slowly walked back to the cafeteria. He was met at the entrance, however, by Harry and Mary-Jane.

"Smooth, Parker, real smooth," said Harry.

"Hey, leave him alone," said Mary-Jane. "If he doesn't want to talk to her, then he doesn't have to."

"Can we just drop it, you guys?" said Peter. "This-this whole thing is embarrassing."

"Okay, but she hasn't left the cafeteria yet, Pete," said Harry, pointing to Gwen, still sitting at the table. "You can talk to her if you want."

As Harry and Mary-Jane left, Peter looked back at Gwen. _Why does she have to be so cute?_ Peter thought to himself. _Grr... okay, Peter, you can do this! Can't be any more terrifying that fighting the Vulture or the Shocker, right?_ Taking a deep breath, he walked closer to the table.

However, at that moment, Gwen saw something on the the table. A spider. Immediately, she freaked out and screeched, before taking her tray and smashing it down on the poor, eight-legged creature several times. Eventually, she stopped and caught her breath, and that poor spider was now a gross splat on the table surface. Some other students were staring at her, and she sheepishly set her tray down and said, "S-sorry, there was a spider. I really _hate_ those things."

Peter heard this and was frozen in place for a moment, before he decided to walk out of the cafeteria.

* * *

Eventually, he began walking home from school, but suddenly, he heard crackling. He suddenly pulled the radio Lieutenant Watanabe had given him out of his backpack and tuned it until he could her Yuri's voice.

"Where are you now?" came Yuri's voice.

"On the web," Peter said cryptically.

"Ugh, I can't believe you made me make you say that."

"Hey, we need to know when the other can actually speak to us," said Peter.

"Whatever," said Yuri. "I need to have a word with you. Come to the alleyway by 5th _now_!"

The radio then went silent, as Peter cringed. No doubt this would be about that fire. Reluctantly, he texted Ben that he would be a little late coming home before hiding in a nearby alleyway to change.

* * *

"You lost all that money?" said Norman Osborn.

"It's not my fault! That stupid Spider-Kid dumped it all out over the streets," said Adrien.

"Ugh," said Norman, rubbing his face. "Well, clearly we need to find a new score."

"You know, you still haven't told me what you need all this money for yet, Mr. Osborn," said Adrien.

"I told you, research. There's a very important project of mine that I must complete. I just need to money and resources to get it back on track."

* * *

Peter, decked out in his Spider-Man garb, dropped down into the alleyway where a fuming Yuri was waiting for him.

"So, did you read the Daily Bugle's latest headline on their website?" said Yuri, pulling out her phone and opening it up. "'Spider Vigilante Strikes Again: The vigilante known as Spider-Man causing a massive traffic pileup, and starts a fire on the road.' Care to explain?"

Spider-Man rubbed the back of his neck. "I-I-I saw the Vulture. He was making off with a bunch of money, so I tried to catch him, but I fell right into the streets, and then-"

"Can you give me one good reason why I shouldn't cuff you right now?" said Yuri.

"It was an accident!" Peter said. "I-I didn't mean to... I just... I tried..." He hung his head a bit lower. "Look, do really think this hasn't been eating me up inside all day long? Wh-what would you have done?"

"Just let the Vulture go," said Yuri. "I hate to break it to you, but there was no way you could've actually caught him. He was flying up in the air, and that bag of money he was stealing? I was not the least bit surprised to see that it spilled all over the streets when you tried to grab it. And that money was insured by the bank, anyway."

"I-I couldn't just let him go! I-"

"Spider-Man," Yuri said with an uncharacteristically gentle tone of voice, putting a hand on Peter's shoulder. "I know you only want to help, but there are times when you should know when you just can't. I know you want to be a hero, but the truth is you're still new. You've got a long way to go."

"Well, what should I have done?" said Spider-Man.

"Just make sure that nobody got hurt," said Yuri. "At the NYPD, that's our first priority."

"So, am I under arrest?" said Peter.

"No," said Yuri, looking off to the side. "I'll let it slide just this once. But you do this again, you're gonna regret it." As she began walking away, she suddenly looked back at Peter. "Say, there's something I've been meaning to do. Why don't you come with me?"

* * *

Yuri led Peter further away from any people, before she suddenly stood in front of him. "I need to teach you how to fight."

"Fight?" said Peter. "I don't need you to teach me. I got super strength and agility, remember?"

"You shouldn't always rely on one thing to win a fight, Spider-Man," said Yuri. "On the force, I had to learn to think on my feet. It wasn't always just pull the trigger, squeeze the nerve on the back of the neck, and then call it a day. There are times when you can't fight with what you know."

"C'mon, what's the worst that could happen?" said Peter.

"Spider-Man..." Yuri growled before massaging her forehead. "Look, I just don't want to see you get hurt, okay? If I gotta keep an eye on you, then I don't want to walk in on you bleeding out, alright?"

"What?" said Peter, legitimately stunned. "You- aww, you really do care!"

"Please don't make it weird," said Yuri. "I mean, you're still young. I'm not heartless, okay?" She turned to the side before raising her fists. "Okay, I'm gonna teach you some moves I learned at the academy. Just see if you can mimic them, and then we can put them to the test."

* * *

The next day was a Saturday, and Peter was practicing the moves Yuri taught him on a practice dummy in his room. "Alright, how did it go again?" he said to himself. He punch the dummy with both hands before switching to his feet and kicking it, causing it to wobble away. "Yeah, yeah, that's better."

"Peter?" called Aunt May. "What are you doing in there?" She suddenly walked in and saw the practice dummy still wobbling. "Erm, what is that?"

"Oh, I, uh, the thing is... I was... thinking of signing up for... this self-defense class," Peter woefully explained.

"Self-defense class?" May said skeptically. "What for?"

"Well, it's just, I been witness to a lot of stuff with like, the Vulture, and the Shocker, so I figured... I might need to be ready if a maniac in a mask shows up again."

"Oh, is that what this is all about?" said May. "Well, that's okay. I can take you to sign you up. What's the name of the place?"

Peter froze. "Ummm... I can't remember. Uh, see what I meant was I _saw_ a self-defense class on my way back from school yesterday, and I just thought it would be cool."

"There are no self-defense classes on your way home, Peter," May said.

"Um, actually, I, saw this dog run by me... and I just thought, 'Oh, I gotta pet it!' So I chased after it, but then it got away, and by then I was taking a completely different route home."

May stood there with her arms folded, with a look of disbelief on her face. Thinking quickly, he suddenly pulled his phone out of his back pocket and said, "Oh, hey, uh, Harry just texted me! Wants me to meet him at the park for something. Well, I... gotta go!" Peter practically tore out of that room, leaving May bewildered.

* * *

Peter made it to the park (after calling Harry and asking him to cover for him should May call him to check Peter's alibi) and decided he needed to find a self-defense place ASAP. He figured, at the very least, with both Yuri and a class training him, he'd be a master fighter in no time.

Peter was actually decked out in his Spider-Man costume, and standing in a tree. Fortunately, there were few people around. As he searched for self-defense classes on his phone, he suddenly heard a scream coming from nearby. He looked over and saw a pair of figures that looked like they were in a scuffle nearby. One seemed to be a larger man, and was right on top of the other.

"Hand over your purse, lady!" he seemed to be saying.

"But I told you, it's empty!"

Peter watched the scene with unease. He felt like going over there to help, but frankly, he was a little nervous about donning the mask again after the fire. But then, he saw the man raise a knife over his head, and sure enough, Peter's mind was made up. He swung on the trees over to the figures before landing in front of the man.

"Huh? Spider-Freak? What are you doing here?" he asked.

"It's Spider-_Man_!" Peter declared, as he quickly got into fighting position. The man tried to stab him, but Peter was fast enough to dodge, and remembering the moves Yuri had taught him, he was able to sweep the man's legs and make him fall to the ground, before Peter quickly webbed him to the ground.

"Are you alright, Miss..." Peter turned around to face the lady, but he lost his voice when he saw that it was none other than Gwen.

"Um..." he was silent for a second. "Ahem, are you okay, Miss?"

However, Gwen strangely did not look happy to see him. She seemed... uneasy. She looked like she was sucking in all the air around her, and her hands were shaking like crazy.

"Ma'am," said Peter, trying to make his voice sound a little different. "Are you alright?" Peter tried to touch her shoulder to shake her, but Gwen quickly reeled back.

"I'm- I'm sorry," said Gwen. "I-I should go." Without another word, she took off. Peter looked at her confused, until he remembered the other day at lunch. Gwen was arachnophobic. Thus, if she hates spiders, she definitely hates Spider-Men.

* * *

A few days later, May was bringing Peter to a self-defense class as promised. As they entered the building, they saw a bunch of people practicing a few moves on each other.

Later, Peter was welcomed into the class by the middle-aged, female instructor, and May wished him good luck before kissing him goodbye. Peter walked towards the other students embarrassed, but then he heard the door open. He turned in shock to see Lieutenant Stacy walking into the room, but with him was Gwen.

"Ah, Lieutenant Stacy!" said the instructor. "I was wondering when you and your daughter would come."

_Daughter?_ Peter thought in his head, before he suddenly remembered how Stacy had told him about his daughter once... and Peter remembered in horror that he had called her Gwen. _Gwen is Lieutenant Stacy's daughter!?_

"Sorry, traffic was keeping us," George said. "So, you ready to go, Gwen?"

"You bet, Dad!" said Gwen with a big smile. "When I get home, you'll have yourself a new warrior!"

George gained a tiny grin as he nodded and said, "Okay, then I'll see you home later tonight, okay?" He kissed Gwen on the cheek before walking outside.

Eventually, Gwen came to join the rest of the class, and she noticed Peter. "Hey, haven't I seen you before?" said Gwen. "Yeah, you're from my school, right? Horizon High?"

"Uh, uh," Peter stuttered, before he mentally told himself to get a grip, and said, "Y-yeah. It's Peter."

"Peter, huh?" Gwen said. "Oh, yeah, we sat next to each other at lunch, didn't we? You're the sweaty kid."

Peter gulped. So Gwen's first impression of him was that he was sweaty. Great.

"So, you're Gwen... Stacy, right?" Peter said, still having trouble joining the words together.

"That's me," said Gwen, "the Lieutenant's little princess. Unfortunately."

"S-so, what brings you here?" Peter said.

"Oh, well, the thing is, I nearly got mugged a few days ago, until that Spider-Guy scared him away."

_Man! Spider-Man!_ Peter thought. _When will that catch on!?_

"And well, that got me thinking... my dad tells me that this patch of New York's getting kinda dangerous. So I figured, maybe I should learn a few tricks just to take care of myself, y'know?"

"Ugh, yeah, I guess that makes sense," Peter stuttered.

"What about you?" said Gwen. "What brings _you_ here?"

"Oh, uh, same as you. Just wanna be able to defend myself." Peter paused. "So you encountered Spider-Man, huh? What was that like?"

Gwen paused at that. "Erm, well, to be honest, it was... uncomfortable. I mean, don't get me wrong. I'm happy he saved my life, but I really don't like spiders. So having a guy that was part spider was just kinda... freaky to me."

_Great, my first crush, and she thinks my over half is icky. _thought Peter.

* * *

After an hour or so of practicing the moves the instructor was showing them, Peter figured that he was starting to get the hang of this. And for her part, Gwen was no slouch either.

"Alright, everyone, I'm going to pair you up now, so I want you to try practicing these moves on each other. We'll see how you can do against an opponent who fights back," said the instructor.

After pairing a few people up, she suddenly got to Peter and Gwen and said, "I think I'll pair the two of you up now. Let's see what you got."

Peter suddenly felt his palms shaking as he looked over at Gwen, who grinned and said, "Cool! Alright, Pete, show me what you got!" She put up her fists in front of her, urging Peter to come at her.

"Erm, I don't know..." said Peter.

"Aw, what's the matter?" said Gwen. "You're not afraid of losing to a girl, are you?"

"Hey, I was raised better than to try to hit a girl!" Peter shot back.

"Well then, I sure feel bad for you the next time a woman tries to mug you," said Gwen.

Peter almost blushed as Gwen said, "C'mon, Peter, I trust you. You trust me too, right?"

Reluctantly, Peter nodded and raised his fists. Gwen threw a punch at him, but Peter's Spider Sense saw it coming, and he dodged accordingly. Thinking quickly, he suddenly tried one of the "sweep-the-legs" move that Yuri had taught him. He didn't get it exactly right, but it was still enough to knock Gwen off balance. Gwen quickly regained her footing and tried to kick Peter, but Peter's agility let him stay ahead of her.

As Peter quickly got off the ground, he noticed the stunned look on Gwen's face. "Man, those moves, you move fast, and that leg thing? I don't remember the instructor teaching that. I swear, I've seen those moves before..."

Peter inaudibly gasped. He'd used moves like that when he rescued her from that mugger as Spider-Man. He needed to be careful. If he kept fighting like Spider-Man, Gwen would realize his identity.

Peter put his hands up in fists, and challenged, "C'mon, is that all you've got?" Gwen tried throwing another punch, and it took every ounce of Peter's willpower to prevent his Spider Sense from making him move. Thus, Gwen's punch actually hit. In fact, it kind of hurt. However, Peter quickly shook it off and began to fight back, but letting Gwen get a few hits in to make it look fair. Eventually, Gwen had him in a headlock, and was about to claim victory, but suddenly, Peter's instincts and Spider Sense took hold, and he pried himself free of Gwen's grip and grabbed her under her arms, sent her spinning onto the floor.

"Whoa!" Gwen said, pulling the hair out of her face. "Where'd that come from? That strength!"

Peter sheepishly backed up, realizing he'd messed up. He walked forward to give Gwen a hand up, but she said, "No, uh, I-I got it, thanks." As she stood up, she wouldn't make any eye-contact with Peter, and Peter felt like she was mad now. He opened his mouth to apologize, but the instructor cut him off.

"Alright, I think that's enough for now."

* * *

After a while, the class was over, and Peter walked outside to May, who was waving to him from the car. Peter had tried to talk to Gwen again for the rest of the class, but to no avail.

As he entered the car, May asked him, "So, how was it? Learn any new moves?"

"I guess so," said Peter. "But I don't think this girl is talking to me any time soon."

"Hmm? What are you talking about?" said May.

"Uh, well, I had to fight this girl named Gwen today, and I think I went too far."

"Did you apologize?"

"I tried to, but she didn't want to talk to me."

"Oh. Well, don't beat yourself up, Peter," said May. "It was an accident. Sometimes you gotta make mistakes so that you can learn from them, that's all. I'm sure that Gwen girl can forgive you."

* * *

Peter was walking home from school the following day. He had been unable to find Gwen for some reason, and he was feeling more and more frustrated with himself. The last thing he wanted was to make Gwen mad at him.

Suddenly, his radio began to crackle. He pulled it out over his backpack and heard Yuri's voice.

"Where are you?"

"On the web."

"Good. We've got the Vulture on the attack again. Can you swing by bank on 15th?"

"Be right there," said Peter. "Over and out." He quickly ducked into the nearest alleyway, texted May and Ben that he'd be late coming home, put on his costume, and swung away.

* * *

He made it to the bank, and he could see Yuri and several officers standing outside the bank, but no sign of the Vulture. Suddenly, he heard his radio crackle again.

"Spider-Man, there's been a sudden change of plans."

"What are you talking about?"

"When I first called you, I figured we could capture the Vulture here and now. But now he's closed off the bank, and he's got hostages inside. Right now, we're negotiating with him. What I want you to do now is crawl inside that bank, and be my eyes on the inside. Remember, our priority is rescuing the hostages, not catching the Vulture, okay? So go inside, and I'll try to help you from there."

"If you say so," said Peter. From his current perch, he sighed with disappointment. He was kind of hoping to get a rematch against the Vulture to make up for that fire, but but Yuri was right. The hostages come first. Carefully, he slunk on top of the bank without the officers outside noticing him. He then found himself an air vent and sneaked inside.

* * *

From within the bank, he crawled on top of the ceiling, and he saw six different people on the floor. In fact, they seemed to have all been tied up with a red, glowing cable. The Vulture hovered just a few feet above the ground, keeping a close eye on everyone, and he seemed to be chatting with someone on a radio.

"What I want is everything in this bank!" he said. "A clear getaway, and no one hunts me down! Huh? What I need this for is none of your business!"

Spider-Man kept his body close to the ceiling to keep Vulture from noticing him. Quietly, he called Yuri on the radio. "Lieutenant, you there?"

"Talk to me, Spider-Man, what does it look like?" said Yuri.

"Six people on the ground, all tied up with some kind of weird, glowing, red cable. "I-I don't know what that is, but they can't stand up."

"Alright, I just want you to be ready to intervene just in case Vulture does anything crazy, okay?" said Yuri. "Don't engage unless I give you an all clear."

* * *

On the outside, Yuri peeked over to the bank, as their hostage negotiator communicated with Vulture over the radio. She walked over to her superior, Captain Lance Drake.

"The negotiations?" she asked.

Drake looked over his shoulder at her. "Still not working yet. The Vulture wants a lot of interesting things in that bank vault."

"What does he want all that for?" Yuri wondered.

"No clue," said Drake. "But I feel like even if we let him go, the answer to that question'll become clear."

"Okay, I have an idea," said the negotiator. "We have several bank tellers out here right now. How about they show you how to get all that stuff in the vault you want?"

"Fine, put them on the line," said Adrien.

"No can do. Those vaults in there, they can only be unlocked with fingerprint scans. So I'm afraid you'd need to allow them inside the bank."

"What?! Grr, okay, okay, if that's what it will take," said Toomes. "But just the tellers! If I see any officers following them inside, I send you one of the hostages in a box!"

"Deal."

* * *

Spider-Man carefully watched the scene inside the bank in total silence. He was starting to feel a bit antsy, because seeing those people on the ground really made him want to do something. But no, he wouldn't mess up again. And he definitely wasn't going to let Yuri down.

Suddenly, he saw the Vulture fly over to the hostages, pick them up, and begin carrying them away. Confused, he then heard Yuri's voice again. "Spider-Man, can you see what the Vulture is doing now?"

"Yeah, he's carrying the hostages to someplace else in the bank."

"Good. We're about to let the tellers in so that they can open the vault for Toomes. I want you find where the hostages are while he's distracted. Get ready to free them on my word."

"Wait, are we going to actually catch Adrien now?" said Peter.

"We'll see," said Yuri. "For now we're gonna see if we can back him into a corner. I'll give you the word if necessary. But do not let him see you under any circumstances, okay?"

"You got it, chief," said Peter. He saw Adrien pick up another hostage and carry him away, so he carefully followed after, until he saw them all being locked in an open vault. Once all the hostages were inside, Toomes struggled to push the door shut. Quickly, Spider-Man managed to shoot a web onto the slot for the door. Toomes left, so Peter quietly got down and pulled the door open, due to the webbing preventing it from being fully closed. He entered the vault and carefully left the door a smidge open, as he looked over the people in the room.

"It's okay, I'm gonna get you out of this," he reassured. He made his way to one hostage and fumbled with the cable, trying to find a way to unwrap him.

* * *

After a few minutes, Spider-Man had managed to get the coils off, but he had everyone keep them on their bodies. "Pretend you're still tied up. We want the Vulture to think he's still got the upper hand.

At this point, the Vulture was talking with one of the tellers about one of the vaults. "What do you mean there's nothing in it?"

"I'm sorry, sir, but the owner of those materials already took them out for today."

Adrien suddenly pointed his turret in the man's face. "Do you have any idea how vital it is that I get all that stuff?!"

At this point, Peter was peeking out of the vault, and was horrified to see Adrien sticking a gun in the teller's face. Horrified, he made an impulsive action. He fired a web at Toomes, which covered the turret's barrel.

"Sir, sir, please," said the teller, there's plenty more fortune in there we can give you. Just stay calm, we can work something out."

Toomes paused, but calmed down and said, "Yes, right, let's see what else you've-" he suddenly stopped when he saw the webbing on his gun's barrel. _Spider-Man? Is-is he here?_

Peter watched the scene in apprehension, until Toomes suddenly looked over his way. He quickly closed the door again, and put a back to it.

_Ugh, please don't come this way._ he thought. Suddenly, he heard gunshots, before the now broken vault door swung open, and Spider-Man turned to face a very angry Vulture.

"You again!?" yelled the Vulture. "What do you think you're playing hero now!?" He aimed his uncovered gun at Spider-Man, but Spider-Man quickly jumped onto the Vulture, and began wrestling with him. Adrien violently tried to shake Peter off, and unleashed some gunfire in the process. Eventually, he tossed Peter off and yelled, "You know what, forget it! I got enough!" He suddenly flew off, and grabbed a bag full of the stuff he'd been given already, before breaking through a window and escaping.

Spider-Man stood up a little disoriented, and looked around and saw something shocking. He could see one of the tellers laying on the ground, clutching his arm from a bullet.

Several officers poured in and were shocked to see the scene before them. Some of them looked at Spider-Man and yelled, "What do you think you're doin' here!? Did you cause this!?"

Stunned, Peter jumped up and used his webs to follow Vulture out the window. Some officers were ready to take aim, but Drake suddenly called out, "Hey! We got an injured man here! Let's deal with that first, huh?"

* * *

"Here, sorry, it was all I could get, Mr. Osborn," said the Vulture.

"Mmm, that's alright," said Norman. "It's a start, at least. Besides, I've got a better job that I need you to do."

* * *

It had been a few days since the ordeal at the bank, and Peter was out for a walk. He'd stopped by his favorite burger joint again, but now he was just thinking. It was a terrifying thought. That man at the bank, he nearly died. Because of him. He had read some headlines that the man would survive, and he was relieved. But now he couldn't stop thinking about how he messed up. He caused the Vulture to find him. Who knows what else could've happened? What if the hostages had been shot? The people Spider-Man was responsible for protecting?

He had turned his radio off recently. He wasn't in the mood to listen to an earful from Yuri. Therefore, he hadn't been in his Spider-Man garb in while.

Peter sighed as he stopped to lean on the side of a building. He pulled his radio out of his pocket, and stared at it. Maybe it was still worth talking to Yuri over. He turned it on, before he suddenly heard a loud noise. He looked up to see some helicopters flying above.

* * *

"Is this really necessary, dad?" said Gwen, sitting next to her father in the helicopter.

"Dr. Michaels has been receiving disturbing letters for days now. He says that it's imperative to get this flash drive of his to a secure location," explained George. "I don't know why, but he needs a police escort to pull this off."

"You don't understand," said the man next to him, the dark-skinned Dr. Morgan Michaels. "This drive is from a research project I worked on while I worked at Oscorp. But I dismantled the project after it was getting too dangerous. But recently, someone's been sending me cryptic letters demanding I give it to them. They can't fool me. They'll get it by any means necessary. I'm sorry, but I'm just a little worried." He looked at the white flash drive in his hand. "If this drive falls into the wrong hands... it could be dangerous."

"We're gonna need you to tell us more about this project when we're done here, Dr. Michaels," said George. Then he turned to Gwen and said, "So what do you think? I promised you a ride in one of these helicopters some day. Is it everything you thought it would be?"

Gwen looked out at the amazing view of the city that lay outside the window. "It's incredible! I wish I could fly like this all the time!"

Suddenly, the entire helicopter shook. Everyone looked around the chopper looking for the source, but then, the helicopter door was ripped out. Entering the cabin was the Vulture.

"Thought you could get away that easily, Michaels!?" he screeched. "Hand over the drive."

"What? Where did you come from?" said George, before he whipped out a gun on Toomes. Toomes, however, moved just a little faster, and dodged George's shot. In doing so, one of his wings smacked the pilot in the back of the head, causing him to fall on the floor unconscious. This caused the helicopter to fall downwards.

* * *

Witnessing the ordeal from ground level, Peter was shocked. The helicopter fell downwards but fortunately, it regained some its steady flight before hitting the ground. Someone must have turned on the autopilot. Peter had seen the Vulture board the chopper and he knew something bad was going to happen. Ducking into the nearest alleyway, he unzipped his jacket and looked at the spider emblem that was on his chest. At this moment, Peter kept thinking back to that fire, the scene at the bank, and he asked himself if he was up for this. However, as he saw the other helicopters fly past, he felt determination overtake him as he quickly got dressed. A moment later, he was up on the rooftops, chasing after the helicopter. Miraculously, he caught up to the first one, and shot a web to latch onto it, before sticking to the bottom.

* * *

"Give me the drive and no one gets hurt," said Adrien.

"What do you want with this drive anyway?" asked George. "You don't seem like the type of crook who'd be interested in this kind of stuff."

"None of your business," said Adrien.

Suddenly, the other helicopters began closing in and wouldn't you know it, but driving one of them was Yuri Watanabe. "Alright, boys," she said to her fellow oficers, "you know what to do."

The officers nodded and leaned out the windows with their guns at the ready. "Adrien Toomes, we have you surrounded," called out an officer on a megaphone. "Take off your suit and stand down!"

Adrien growled under his breath until he noticed how close Gwen was to him. Thinking quickly, he grabbed Gwen and brought her close to the door, holding her over the huge drop in a head lock. "Any of you try to shoot, then you'll be hosing the brat off the sidewalk!" he called out.

However, he then noticed George holding the flash drive in his hands, about to throw it out an open window. "You hurt Gwen, then you can kiss your precious drive goodbye!"

Adrien growled again as locked eyes with Stacy, the two now engaged in a standoff. However, as the Vulture held onto her, Gwen's mind suddenly went back to her sparing match with Peter. She had him in a head lock just like this. _How did Peter-_ she thought back before she remembered how Peter beat her. Using every last once of her strength, she pried out her head, regained some footing inside the helicopter, and put her hands under the Vulture's shoulders to make him fall down onto the floor. It worked, but then, one of the Vulture's wings hit Gwen's foot, and she lost her balance before falling out of the open door.

"WAAAAHHHH!" she cried out as the world around became one big blur. However, she was suddenly scooped up in midair, as her savior aimed a web and cried out, "Oh, please let this be short enough." Spider-Man shot his web, and as it latched onto the side of a building, he, with Gwen in his arms, swung down towards the streets below. Fortunately, the web was short enough and Peter and Gwen were able to swing back up without touching the ground. After Peter swung on a few more webs, they finally slowed down enough for Peter to land on a nearby balcony.

"Whew," said Peter, as he carefully stood back up. "Well, beats taking the subway, that's for sure."

As the adrenaline wore off, Gwen looked up at her savior in awe. It was Spider-Man. But right now, Gwen wasn't concerned with the spider thing. Now she was left in awe of him.

"Y-you saved my life," she stuttered. "Th-thank you."

"Uh, no worries, ma'am," said Peter, trying to make his voice sound deeper. "You're lucky I was in the neighborhood."

Some of the people inside the apartment stepped out onto the balcony, but Peter reassured them, "No worries, she's just here to take the elevator."

"Hey, I know you," said one person. "You're-"

"Just you're friendly neighborhood Spider-Man," said Peter as he ran up to the edge of the balcony and jumped over, before shooting another web and following the helicopters again. Gwen wandered over to the edge of the balcony, looking after Spider-Man, before an amazed smile crept up on her face.

* * *

"Gwen... no..." George said, stunned.

"Grr..." growled the Vulture under his breath before he made a dash forward for George. "Gimme that drive!"

The two wrestled with each other for a bit, as George attempted to keep Toomes's guns aimed away from anyone. Eventually, Toomes ended up on top of Michaels, who was had been knocked onto the ground during the struggle. "You give me that drive, or your special guest here gets it!"

* * *

Spider-Man was struggling to catch up again, until he approached the helicopter that was behind the other two, which just so happened to be Yuri's helicopter.

Yuri kept her eyes focused forward on George's helicopter, which was still flying lower than the others. Seeing Gwen fall out it, the pilots of both choppers ended up slowing down upon seeing it. However, Yuri had seen something that no one else did: Gwen's savior.

Suddenly, Yuri heard a loud thud coming from underneath the helicopter. The other officers looked confused, but remained focused on the Vulture. Yuri, however, could tell exactly what it was, as she had seen Spider-Man coming up on them for a split second before.

Yuri looked forward at the other helicopter between hers and George's. Suddenly, a light bulb went off in her head.

"Chopper 6, move closer to the left. You'll catch up to them faster if you can ride the wind just right," she said into her radio headset.

"If you say so, Yuri," came a voice on the other end. The other helicopter got into position, and Yuri checked over her shoulder to make sure the other officers were distracted, before she pulled out a certain radio and quietly spoke into it.

* * *

Spider-Man was clinging to the bottom of this helicopter before he heard some crackling. He realized it was coming from his radio, and he heard Yuri's voice coming through on it.

"I know you're here," she said. "I just made a way for you. Try to get over there and help."

Spider-Man said nothing as he listened, and scoping out what was ahead, he felt more determined than ever. Crawling out onto the front of the chopper, he positioned himself on the nose. He looked up at the window to see a determined Yuri driving. Yuri noticed him, but gave him a grin and a thumbs up.

Peter smiled under his mask and nodded, before he leaped off of the copter and shot a web to latch onto the second one. Swinging forward, he then shot another web to latch onto George's helicopter, making another thud.

* * *

"What was that?" the Vulture asked, looking up to find where that sound had come from. George quickly took advantage of the distraction to pull his gun back out and take another shot. Toomes just barely noticed and dodged in time as the bullet got lodged in the seat, but he stumbled backwards towards the open door.

"Grr..." he growled. "I've had enough of this!" He aimed his turret at Michaels, but George shot at him again. Annoyed, the Vulture charged forward to knock the gun out of George's hand, but caused George to slam into the door, and George ended up dropping not just his gun, but the flash drive out of the window.

"Gak!" cried out the Vulture. "You miserable little..." Thinking quickly, he grabbed Michaels in his talons and said, "Well, if I can't have the flash drive, I'll just take the man who made it!"

The Vulture attempted to fly out the door, but George ended up grabbing Michaels, trying to pull him back in. However, Toomes's flight harness was just too strong, and George was instead dragged out of the helicopter, lost his grip and fell.

"Whoa!" he cried out, but suddenly he felt something sticky hit him, before he found himself dangling underneath the chopper. He looked up to see Spider-Man hanging onto him with a web, groaning from how heavy George was. Just as they passed a building that was short enough to run underneath them, Spider-Man carefully dropped George onto the rooftop. Then, he crawled onto the nose of the helicopter before shooting the Vulture with another web to stop him from flying off.

"Wha- you again!?" said Adrien. "You let go now or I'll drop him!"

"Hey, hey, Adrien, it's okay," said Spider-Man. "I got something for you anyway." Suddenly, he held out the flash drive.

"What? how did you get that?" said the Vulture.

"Doesn't matter," said Peter. "Just let that guy down gently, and maybe we can talk."

"Why should I trust you?" said Toomes. "You'll probably just-"

Unfortunately, Adrien was not watching where he was going and he suddenly clipped the billboard on the side of the building. This caused him to drop Michaels, and caused a shocked Spider-Man to jump of the chopper and dive down to catch him. Carefully, he aimed a web and swung up until they landed on a rooftop, though they fell over upon landing.

"Ouch, okay, not one of my better landings," Peter said as he stood up. He looked over to see that he had dropped the flash drive, and went over to pick it up. Unfortunately, the Vulture suddenly returned and grabbed it in his talons as he fell away as fast as those wings would carry him.

* * *

An hour later, Gwen was reunited with her father, as Yuri and the other helicopter were able to catch up to and land the third chopper.

"Oh, Gwen, I'm so glad you're alive," said George, embracing his daughter. "But how?"

"Thank Spider-Man," said Gwen. "He saved us both, didn't he?"

George paused, but chose not to respond to that. Nearby, Michaels was talking with Yuri.

"So the Vulture escaped with that flash drive?" said Yuri.

"I'm afraid so," said Michaels. "But I guess it's good that no one died."

"Dr. Michaels, I'm going to need you t o come with me back to the station," said Yuri. "We need to discuss more about what was on that drive."

* * *

Peter was keeping close nearby, still dressed as Spider-Man, listening to the proceedings. He was getting ready to leave when he heard a familiar voice.

"Hey, what are you still doing here?" He turned to see Yuri.

"Just... making sure everyone was alright," said Peter.

"You know, you did a good job today, Spidey," said Yuri.

"Well, I guess a broken clock is right at least once a day," said Peter.

"Hey, about that scene at the bank?" said Yuri. "Don't feel bad, okay? All our eyewitnesses, they told us what really happened. I don't blame you for panicking. You thought that man was going to die. You thought you had to do something."

"I almost got him killed."

"It's okay, he's not mad at you, you know. I mean, you were only trying to help."

"I know, but instead I made things worse."

Sighing and rubbing her forehead, Yuri looked Spider-Man in the eyes and said, "I really don't see you as a failure, Spider-Man. If you weren't here today, Gwen, George, and Dr. Michaels would have fallen to their deaths. You saved their lives. What I need you to do right now is not give up. Just keep trying. You're still new, so give yourself some time. You'll get the hang of this, okay? And I'll see you through."

Peter was silent for a second, but smiled under his mask and said, "Yeah, thanks, Yuri."

"Now if you'll excuse me, I've got a man to interview," said Yuri, as she turned to leave. Peter sighed as he leaned back against the wall. Yeah, Yuri was right. Even if Peter messed up sometimes, what really mattered was that he never gave up. And today, he did do good. Someday, he'd get this right. he just needed to not give up on himself.

As he got ready to leave, he suddenly heard another voice. "Hey! What're you doing here?" He turned around in horror to see Gwen walking towards him.

"Uh... just checking up on you all, ma'am," he said, trying to disguise his voice.

"C'mon, you can just call me Gwen," Gwen said, giving a smile that was turning Peter's legs into jelly. "I-I just wanted to thank you again. You saved my life, and my dad's."

"Ahem, just what I do, ma- Gwen."

"You know, I think my dad's got you all wrong," said Gwen, walking forward. "You _are_ a hero. If nothing else, just know that I believe in you." Suddenly, she pulled up the side of Peter's mask, and gave him a peck on the cheek before smiling and walking away.

Peter was blushing furiously under his mask, but then suddenly felt a surge of confidence overtake him. _I can do it. I can be a hero._ He leaped up and used his webs to swing away. _Man, two beautiful ladies kissing me this month? I could get used to this._

* * *

At school the next day, Peter was walking through the halls when he saw Gwen again. Figuring it was time to talk to her, he walked up to her.

"Hey, Gwen?" he said apprehensively.

"Hmm? Oh, hey, Peter," said Gwen. "Haven't seen you in a while."

"I-I've been meaning to apologize for flipping you the other day. I-I didn't mean to hurt you."

"Oh, that's alright," said Gwen, flashing her beautiful smile. "That move you showed me, it actually saved my life!"

"It did?"

"Yeah! Well, that, and..." Gwen suddenly sighed dreamily, "Spider-Man."

_Hey, she finally got the name right!_ "You saw Spider-Man again?" Peter said.

"Yep," said Gwen. "He saved me and my dad! Oh, he's my hero for sure!"

Gwen stared dreamily at the ceiling, while Peter looked on confused. He decided to try changing the subject.

"Hey, uh, Gwen?" he said. "If you're not doing anything later-"

Suddenly, he was cut off by the bell.

"Oop, sorry, Pete, I gotta get going," said Gwen, as she walked off to her class. As she left, Peter took notice of the smitten smile on her face.

_No. No, no, no, no! Please tell me she didn't fall for the _wrong_ me!_

* * *

"Well, I got the drive, Mr. Osborn," said Adrien, handing it to Norman.

"Perfect!" Norman said, taking it before plugging it into his computer. "See, Dr. Michaels was one of the forerunners of Project Arachnia. If there's any data in the world that we can use to restart this project, it's on here."

"I don't get it," said Adrien. "What's the big deal about Project Arachnia."

"Adrien," said Norman. "That's very... personal. But I have to complete this project. No matter what it takes. What I have to lose... is too important.

* * *

**So, I've been trying to think of a fan cast for this thing, but it is a lot harder than it looks. I've decided to ask you guys for your opinions. You can say just Tom Holland as Peter, or Michael Keaton as the Vulture, or whatever, but I hope you'll put a lot of thought into it. Here's two good ones I thought of that I like: I'd cast G****aladriel Stineman as Mary-Jane, and now, I'd cast Meg Donnelly as Gwen Stacy.**

**So, tell me what you think of my latest chapter, because it was so stressful to actually write. My job keeps distracting me, and oh boy, my computer was not cooperating with me today.**


	5. Do You Know What Rhino?

_Hello, my name's Peter Parker. You don't know me. At least, I hope you don't. If you do, you probably just see me as an average Joe, just trying to fit it. But recently, something extraordinary happened._

_I got bitten by an experimental spider, and the next thing I knew, I was developing these wicked spider powers. I can walk on walls, shoot webs, jump over rooftops, even sense the things in the world around me._

_I got to thinking, my uncle Ben always tells me, "With great power, comes great responsibility." So, I figured it was time to take that advice. New York's a pretty dirty town. Maybe it could use a hero or two. That's why I'm gonna be that hero, and help the good people of this city. Who am I? I'm Spider-Man!_

* * *

_Morgan Michaels walked himself through Norman Osborn's lab. On display, Norman had various animals in glass cages. One contained a gecko, who was crawling on the rocks left inside its cage, before it settled down on one rock and lay still, soaking up the light of the heating lamp above it, and licking its eyeball moist. In another cage, there was a scorpion that scurried around its own cage, feeling a bit boxed it, its claws and its stinger raised up high._

_"Don't you find them to be fascinating critters, Doctor?" came a voice from behind him. Michaels turned to see Norman Osborn walking forwards towards him. "Evolution is an intriguing thing, wouldn't you say? All a creature needs is the right push, and they can grow in all sorts of new ways."_

_"Oh, no doubt," said Michaels. "But what exactly am I supposed to be doing here, anyway?"_

_"Ah, yes, I should walk you through the kind of work we do here, Morgan," said Norman. "You see, here at Oscorp, we always think of 'better'. As we research genetics, we seek to learn more about the lovely biodiversity of life. And in doing so, we hope we can help push the world along to something better."_

_"I'm afraid I don't understand," said Michaels._

_"That's okay," said Norman. "I have an idea. Why don't we take a little trip, you and I?"_

* * *

_Michaels and Norman were at the Central Park Zoo, and right now, they were observing the rhino enclosure._

_"I don't know about you," said Norman, "but I've loved rhinos. They're so big and powerful, those neat-looking horns, the way they can strike fear into anyone's heart. And yet, even they cannot be considered perfect."_

_"What do you mean?" said Michaels._

_"They get weighed down by things like sickness, disease, injury, old age. They can't run like they used to," Norman explained. "But guess what? The good news is I've saved rhinos before. A few years ago, I designed a genetic formula to help the rhinos of this zoo when they had been left crippled by old age. I figured out a way to extend their life. Now they have something to live for again. They can entertain the lovely people of this city, be showered with their love for much more time to come._

_"Don't you get it, Morgan? Our research can change people. Our research can change the future."_

_"I get it," said Morgan. "You just want to cure people of what ails them."_

_"Precisely," said Norman. "And on that note, I want you to be the first to aid on my newest project."_

* * *

"Project Arachnia, I presume?" said Adrien Toomes.

"No, it wasn't called Project Arachnia back then," said Norman Osborn. "We weren't using spiders yet."

The two were at a computer desk, overlooking the flash drive Adrien had stolen from Michaels the other day on Norman's laptop. Everything they needed to know about the secrets of their now destroyed project was listed right here. If nothing else, it was a start for figuring out how to rebuild the project from the ground up.

"Does this little old drive tell us anything useful?" said Adrien.

"Hmm... Ah, I remember this," said Norman as he continued to scroll. "Dr. Michaels actually found a way to implement my research on rhinos into the project. He said something about their tough skin and their amazing strength may have been exactly what we needed for the serum."

"You telling me that those spiders were part rhino?" said Adrien.

"No, of course not," said Norman. "The original serum wasn't quite what we were looking for. Our experts said that it would result in a horrible mutation." Suddenly, Norman looked the screen on his computer over again. "Unless..."

* * *

Hiding inside of a nearby alleyway, there were two teenagers. One was a boy, brown, shaggy hair and a dirty shirt, while the other was a girl, long, brown hair that just about reached her waist, grime covering the entirety of her clothes. The two were leaning up against a green dumpster, their eyes closed almost as if they were resting. However, they opened their eyes upon hearing an unfamiliar voice.

"Hey, are you two okay? What's wrong?" They opened their eyes to see a young couple standing before them, looking concerned. "What are you guys doing out here in the cold?"

The two felt reluctant to respond, but suddenly a new voice entered the scene. "Oh, there you guys are!" Everyone turned to see a tall, balding man with a muscular build approaching. "Evan! Melina! I've been looking all over for you!"

"You know these two?" said the man of the couple.

"Yes, they are my children," said the muscular man. "I am Alex O'Hirn. These two, they overstayed their curfew late last night, and when they tried to call me, they told me that were were getting mugged. I tried to call the police, but they couldn't find my children when they went to search. But I am so glad to have finally found them!"

The couple looked at each other oddly, before the woman said, "Okay, then. Take care, I guess."

They turned to leave, so "Alex O'Hirn" walked closer to the kids in the alleyway, before suddenly saying in a vaguely Russian accent, "What are two doing, sitting out here in the open like this?"

"We were just tired," said the boy, in a vaguely Russian accent. "Just looking for a place to rest."

"Not so close to the streets where people can see you!" Alex scolded. "You know what will happen if the police find you."

"I know, I know, they'll send us straight back to Sokovia once they know who we really are," said the girl.

"Ivan, Galina," Alex said gently. "Please, I don't want to come back one day to find that you've been dumped off in prison, or worse, straight back to our war-ridden country."

"I know, I know," said the boy, Ivan. "We promise we'll hide better."

"Good," said Alex, opening a brown paper bag. "Now then, I bring home nibbles for us. Let's eat."

The girl, Galina, looked inside the bag to find lots of rice, bread, and lettuce. "Is this all?" she said sheepishly.

"You know I would have brought more," said Alex. "But don't worry. If my job goes off with hitch tonight, then the three of us shall eat like kings!"

"I don't know, Father," said Ivan. "Is working for the Maggia what you really want?"

"It is a bit... grey, for sure, but it is the only job I can do," said Alex. "And besides, you know your pop. Aleksei Sytsevich always gets his man!"

* * *

Spider-Man was swinging through the city as usual, but everything looked quiet. The birds were singing, the kids were playing hopscotch on the sidewalk, and the cars drove quietly to work.

Spider-Man jumped up onto the rooftop of a building. He sighed to himself. _Well, looks like there's nothing interesting going on today._ He pulled out the radio Yuri gave him and looked it over. Not a single call from her today for some reason. Shrugging, he put it away and decided it was time to head to school.

As he swung through the city, however, he suddenly spied the NYPD headquarters building. Up on top, he spied Lieutenant Watanabe on the rails, looking out over the city.

Peter decided to swing by and land on the roof, walking up behind her. "Whatcha doin' up here, Yuri?"

Yuri turned around to face him, a lit cigarette in her hand. "Girl needs a smoke break every once in a while."

"You know, you really shouldn't do that," Peter said.

"Well, until I find the healthy alternative to literally sucking it up, I guess I'm smoking," said Yuri, putting the cigarette in her mouth before letting some smoke back out.

"Something bugging you?" said Peter, jumping up onto the rail to perch.

"It's about that flash drive the Vulture stole last week," said Yuri. "I don't get it, what would Adrien Toomes what with that thing?"

"Did Dr. Michaels tell you anything interesting?" said Peter.

"He said it was from when he worked at Oscorp. Something they called Project Arachnia," said Yuri.

"Oscorp? Project Arachnia?" Peter said, stunned. How is it that Vulture was interested in either of those things?

"He said that on that drive were some notes he'd taken on the beginning of that project, but the whole thing got cancelled," Yuri explained. "He said it was supposed to be something about curing ailments, living longer, by experimenting with animal DNA, but they decided to scrap everything in the end."

"Are... you sure about that?" said Spider-Man.

"Yeah, Michaels told me like ten times," said Yuri. "I don't get it. If that project was cancelled years ago, then why does Toomes of all people want it? It's not like he'd know what to do with it."

"You... mind if I talked to Michaels about this whole thing?" said Spider-Man.

"Knock yourself out," said Yuri, pulling out her notepad and jotting down an address on it. "The chief decided he can go free now. You can find him at this address, but I doubt you'll find anything new."

"We'll see about that," said Spider-Man as he took the note.

* * *

Spider-Man swung across the buildings in New York, hoping to make it to school before the bell rang. Eventually, he saw Horizon High in his sights, and he sighed in relief that he might be early for once.

Unfortunately, that relief was short-lived when a passing car suddenly got in his way. Unable to react in time, Peter ended up smacking against the roof before tumbling painfully onto the pavement.

The car stopped and the driver peeked out the window to yell, "Hey! Spider-Boy! Watch where you're swingin'! You just dented my car!"

"Sorry," said Peter, as he stood up. "And don't worry, I'm sure they can buff out the scratches to my rib cage!"

Suddenly, the school bell rang out, and Peter looked to the school in horror. "Great, now I'm late," he said to himself.

* * *

A few minutes later, Peter was walking through the front doors of Horizon High, when he heard a familiar voice.

"Tardy again, Mr. Parker?" Peter turned to see a fuming Principal O'Neil. "That's three times this week."

"I know, I know, I'm sorry," said Peter. "I-I kind of-"

"Mr. Parker, what's that bruise?" O'Neil said, suddenly sounding a little more concerned. Peter felt his left cheek to feel the sore, black-and-blueness on it, before he said, "See, uh, I had to walk through traffic this morning, and, uh, well, I-I wasn't watching where I was going at one point, and I was bumped into by one of the cars."

"What?" said O'Neil. "Mr. Parker, I can't believe you'd be so careless."

"I know," said Peter. "But that's the main reason I'm late, okay?"

O'Neil looked at him concerned and confused, before saying, "Alright, I'll let it slide this one time. But please be more careful next time."

O'Neil walked away as Peter breathed a sigh of relief. _Well, at least one thing's going right this morning._

* * *

Later that day, Peter walked into the gymnasium. Everywhere he looked, he saw various students working on the upcoming science fair. They were setting booths up for everyone to place their projects on, and some others were working on getting their projects ready. Eventually, he spied Harry, finishing setting up their booth. and walked over.

"Hey, Harry," said Peter. "So, what's the scoop?"

"Hello, Peter," said Harry, still facing the table. "The scoop is that we're way behind on our project. And that's because, why?"

Peter fell his smile fall. "I know Harry. I've just been a little busy lately is all."

"With what?" said Harry. "You know, you've been running off a lot lately, and you can never tell me why for some reason."

Peter looked Harry in the eyes, and, taking a deep breath, he said, "Ok, you wanna know the truth?"

"Actually, yeah, I kind of do," said Harry.

"Are you absolutely sure you want to know?" said Peter.

"Yes, tell me!" Harry demanded.

Peter smugly smiled and said, "I'm secretly Spider-Man."

Harry looked at him blankly before saying, "Fine, don't tell me."

Peter rolled his eyes. Looks like sometimes, being the scrawny nerd had its advantages.

"Well, it's okay, I'm ready to get caught up now," said Peter. "So, where are we on our project?"

"Eh, well, I finished our board last night. And now we got four more days to finish the actual project."

"Has it been that long already?" said Peter. "Hmm, well, don't worry, Harry, I can get started right now. Let me see our notes."

Harry handed Peter a notebook and Peter quickly skimmed through it. "So, the balloon still isn't floating, huh? Hmm, what if we tried hydrogen?"

"So it can go the way of the Hindenburg?" said Harry.

"Well, what if there was a way to avoid the flammable-ness?" Peter said. "Maybe if we tried experimenting with hydrogen, we could find a new solution. A new type of gas with hydrogen as the basis. We can find an alternative for helium soon."

* * *

Peter and Harry were inside the library, scanning on the computer for information.

"Peter, you mind reminding me why we couldn't just make a volcano?" said Harry.

"Oh, come on, everyone does a volcano," said Peter. "When it comes to science, I say go big or go home."

"Well, did ever get to reading my ideas?" said Harry.

"Yeah, but I'm afraid they won't work," said Peter.

"What? But I spent the whole night thinking about those!" said Harry.

"Well, those ideas are gonna take too long to try," said Peter. "Ooh, I've got it! I just need to get home and try making a new material to make the balloon out of."

"Good," said Harry. "I think I'm just gonna stay here and fix our notes."

"Don't worry, Harry," said Peter. "I know I've been busy lately, but now, I'm off to make it up to you, okay?"

* * *

Peter was sitting in his room, his desk covered in different materials, quickly writing down everything that he needed. He was running late, but he owed it to Harry. He could just pull an all-nighter just like before.

Ben opened his door and peeked inside to see his nephew hard at work. "You know, Peter, I don't think I've ever seen a kid who works hard as you."

"I know, Uncle Ben," said Peter. "But I'm way behind."

"How? It's not like you to procrastinate, you know," said Ben.

"Uh," said Peter, stuttering. "I-I got so many other classes I had to work on too."

"Ah. Well, you want something to eat?" said Ben.

"Just a Hot Pocket to go, please," said Peter.

Ben shrugged and went back to the kitchen. Three minutes later, he brought back a pepperoni Hot Pocket cut in half and placed it on the desk. "Well, don't strain yourself, kiddo."

He walked out the room and shut the door, and upon seeing May walking by, he pointed at the door and said, "Do not disturb."

Inside the room, Peter suddenly heard the crackling of the radio Yuri gave him. "Hmm," he said, before picking it up.

"Where are you?" came Yuri's voice.

Peter was reluctant to answer, but suddenly, Yuri's voice became more urgent. "Please, I need to hear you. Where are you?"

"Ugh," Peter said, before saying, "On the web."

"Good, I need your help," said Yuri. "We've got a shootout at 4th and 5th. We need someone who can sneak into the alleyways. Come now!"

The radio went silent, before Peter sighed and said, "Well, no one said being Spider-Man would be easy." He quickly pulled his costume out from under his bed and locked the door.

* * *

_A little while earlier..._

"Come out, come out, wherever you are," said Ox, peeking through the alleyway. He was followed by Fancy Dan and Montana, as well as Aleksei. "C'mon, boys, the more you wait, the worse this is gonna get."

"Why are we doing this again?" said Aleksei.

"What do you think?" said Dan. "This little gang of punks is hanging a little too close to the one of boss's businesses. If they see anything, the boss won't be happy."

The four carefully walked into the alleyway, before they heard a loud voice. "Yippee ki yay, suckers!" They turned to see a group of men standing right behind them, before they began unleashing a barrage of guns in their direction. However, the group was agile enough to dodge, ducking behind trashcans and boxes, before they began firing back. The truth was, they were the better shots, and the other group struggled to dodge. In fact, some took bullets to the shoulders and feet, and fell over.

"You people are a joke," said Montana, pulling out his lasso. "We're the professionals here. Why don't you just surrender quietly?"

"Get away from us!" one man shot at Montana, who had to stumble backwards. "Do you have any idea what we've been through?"

"We're not asking," said Aleksei. He ran forward holding a gun of his own, and he prepared to fire.

"No, don't!" said Montana. However, the trigger was pulled, and the shot rang out in a piercing sound. However, Aleksei's target dodged, and the bullet soared out of the alleyway. And unfortunately, there was a car that happened to be passing by at that exact moment. It hit the door, shocking the driver into swerving off the road and nearly crashing before he was able to slam the brakes.

"Great! Now look what you did!" said Ox. He then looked down and saw that the people they had been chasing had run off into another alleyway, and groaning, he said, "C'mon, don't let them get away!"

Everyone else followed him deeper into the alleyway, but the driver of the car stepped out woozy, before looking over to the alleyway and pulling out his cell phone and dialing 911.

* * *

_Later..._

The group that Aleskei's group had been chasing was making their way out of the alleyways, moaning about the pain they were in, when suddenly they heard police sirens. They looked over to see three different police cars driving up to them before several officers, including Captain Drake and Watanabe, pouring out the doors.

"Hold it! We got a call about a shooting! Keep your hands where we can see them!" said Drake.

The gang reluctantly obliged and raised their hands. The truth was they were in no condition to fight right now. Unfortunately, Aleksei's group peeked out of the alleyway to see them.

"Perfect! Now let's end it!" Aleksei aimed his gun.

"No!" called out the others, but the shot was fired. Fortunately, the gun was yanked out of his hand by a web at the last second, so the shot did not connect.

They all looked up to see Spider-Man standing upon the roof above them. "You guys are a long way from home, aren't ya?" The group tried to fire some shots at him, but he jumped out of their line of sight, and that's when they heard the voice of Drake ring out.

"Hold it! You boys, come out with your hands up!"

"We gotta go!" said Dan, who practically pulled everyone back into the alleyway as several officers gave chase. Spider-Man, still above them, ran after them as well.

* * *

"Huff, huff, I think we lost them," said Aleksei.

"You imbecile!" said Montana. "Why'd you fire that shot!? The police had them! They were out of the way! Instead, your shot made the police notice us!"

"And don't forget the spider," said a familiar voice. Before anyone could react, Dan and Montana were grabbed by the feet with webs, and pulled up to the rooftops. Aleksei saw where Spider-Man was on top of the roof, however, and fired another shot at him. Spider-Man sensed the bullet with his Spider Sense, and involuntary moved out of the way. Unfortunately, this caused him to drop Dan and Montana, who fell back down to the ground.

"C'mon, let's book it!" said Dan, as he rose began to run.

"Oh, no you don't!" said Spider-Man, shooting a web line and swinging down to them. Unfortunately, as he made it to the ground, Ox suddenly charged back at him and knocked him into some nearby trashcans as the thugs all made themselves scarce.

"Dang it. They got away!" said Spider-Man. "Well, so much for doing something useful." He then heard the chatter of the police officers behind him, so he ran up the wall to leave before everyone saw him.

* * *

It was already pitch black out by the time Peter finally made it back home. Carefully, he snuck into his room through the window, taking of his suit behind deciding to sit back down at his desk in order to catch his breath. He looked at his alarm clock. _Whoa! It's almost midnight already?! Grr, alright, no more fooling around. Time to get to work._

Suddenly, he hear loud knocking on his door. "Peter, are you still working in there?" he heard May's voice.

"Hmm? Oh, yeah, Aunt May, kinda super-busy right now."

"Peter, slow down a little. It's almost midnight. You're working yourself too hard."

"I'm fine, Aunt May. Just let me work."

"Peter, you open this door right now," May said.

"But, May-"

"I mean it!" Peter sighed, stood up and walked over to the door to unlock it.

As May opened the door, her face became shocked as she said, "Oh, Peter, you look exhausted!"

"It's really fine, Aunt May," said Peter. "I just-"

"No, enough, Peter," said May. "I can't stand to see you like this. You're getting bags under your eyes. You look like a raccoon. C'mon, you're going to bed now."

May grabbed Peter's arm and began pulling him towards the bed. "But, Aunt May, I still have work to do!"

"Peter, you've been working nonstop since you got home," said May. "C'mon, I think you've earned some rest, okay? You gotta sleep."

"But-"

"No more buts, young man. You get to sleep right now. In fact, I'm going to stay here until you fall asleep just to make sure you get some rest tonight."

"What!? Oh, come on, don't you think you're being a little overprotective?"

"Just do it, Peter," said May.

"Ugh," Peter reluctantly laid down in his bed and buried his head under his pillow. Great. Just great. Now what was he gonna do? He only finished about half the work. Come the morning, Harry was going to kill him. Ugh, why can't being a superhero come with set hours?

* * *

"Aleksei, I gave you a chance. A simple chance to aid in my organization with a reliable payment. But instead, your stupidity proceeds to get a lot of my own men in trouble. Thanks to you making a scene, I've had to ready evacuations for our work there just to keep the police from stumbling in on things they should not have seen."

"Mr. Fisk, you can't blame me for this. Please, I need this job-"

"'Please' doesn't erase what you did, Aleksei. I'm afraid I'll have to bid you farewell. Good luck."

* * *

Aleksei angrily stormed away from the building. The nerve of Fisk. There was no other job in the entire city that would hire a Sokovian like him. He had nowhere else to go. And what was worse, his kids, they'd be reduced to chewing on the cardboard of takeout in a few more days.

There had to be someway to get Fisk to hire him back. If only Aleksei could prove just how much Fisk really needed him.

"Great, so that experiment was a bust, huh?" came a voice. Aleksei, curious, looked over to see two men in walking out behind a building. They were carrying a vial, and it contained some sort of strange-looking liquid. It was grey, and look slow and sticky. Aleksei hid behind a nearby trash can as he watched the two men, and that's when he looked up to see that they were at the Oscorp building.

"Well, it's all trial and error, Adrien," said one of the men. "I think it's clear though that we'll have to start over."

"Great. So what do we do with this batch of serum?"

"Just relax. I can dispose of it properly."

"It's too bad, though. This stuff could reshape a man. It could make you strong enough to flip a brick wall, tough enough to take rapid gunfire, who knows? The possibilities are endless."

"Yes, well, rhinos are amazing creatures, aren't they?"

As Aleksei heard the conversation, he began eyeing the vial even more closely. Then, he had an idea. He ran from his cover and knocked the two men down.

"Ow! What do you think you're-"

Aleksei did not respond as he grabbed the vial and ran off into the night.

* * *

The next morning, it was a Saturday. Harry was busy running over their notes in the school library to make sure there was nothing that they missed. As he read, he frowned to himself. Where was Peter? It wasn't like him to run late like this. The kid always happily jumped aboard whenever he had a cool scientific endeavor to try out, but lately, it was like he was always off somewhere for some reason.

It was weird. Peter had been acting strangely all the time ever since that expo. He talked about how much stuff he had to do, all the places he had to be, and then he'd never come back. And if he did, he looked tired, or even bruised a little. Harry frowned. Just what was Peter up to?

Well, Harry had been hard at work himself. The good news was that he had been able to come up with the project that they had so far. Peter was mostly just checking his work. That was one of the pluses to having your father be the CEO of a huge genetics company. Harry had grown up practically living and breathing stuff like this.

You knew that when Harry was really working hard at something, it was because what he was doing was very important to him. Harry didn't like to say it, but he actually always wanted to prove himself as a smart guy. He felt like he wanted to be as smart as Peter. Heck, Harry would be lying if he said that he didn't envy how sharp Peter was. But mostly, he really wanted his dad to pay attention to him for once. Just give him a pat on the back and say, "Good job, son!" Harry couldn't even remember the last time Norman had really made an effort to do something like that for him.

* * *

Peter was hastily walking down the hallway towards the library, trying to reread all the notes he had in his hands. The truth was that he overslept this morning, and was late for meeting Harry to work on their project some more today. He sucked in his breath as he anticipated Harry lashing out at him for failing to make it again. Man, why does being a superhero have to be so complicated?

As he entered the library, he saw Harry sitting at one of the tables. Harry looked up at him, but then, glowering he looked back down. Gulping, Peter walked over to the table and set all his notes down.

"So? How are we coming?" said Harry.

Peter sweated. He knew he never got around to finishing the materials they were going to need for their balloon last night. And he hadn't had time to finish this morning. But Harry was still counting on him, so...

"Actually, Harry, there's been a change in plans," said Peter.

"What? What are you talking about?" said Harry.

Peter rushed his mind for something to say. What could he say? He never found any good ideas last night. The only ideas they had were the ones Harry gave him yesterday...

Wait, that's it! "I think we're going to go with some of your ideas after all," said Peter. "See, I looked 'em over again last night, and I realized there were a few ways we could make them work. And it's cost us less time and money than what I was going to do. Win-win."

"Really?" said Harry. "What'd you have in mind?"

* * *

"Yes! It's working!" said Harry ecstatically. He and Peter were testing their balloon out in the streets of New York, and it was a success. They finally made the material necessary to make a balloon that won't burst into flames, even with certain gases inside. The grey balloon moved upwards, until Peter used a remote control to guide back downwards.

"We did it!" said Peter. "And with only a couple days to spare."

However, when the balloon came back down, it crashed a little hard, and the balloon became dented, and the two heard a small hissing sound.

"Dang it," said Peter. "Well, still a couple of more tweaks and it should be ready."

"Hey, uh, Peter?" said Harry, getting Peter's attention. "I wanted to apologize for being so hard on you before. I guess I just felt like I was doing all the hard work, but you really came through, and it's because of you we pulled it off."

"Oh, Harry, you don't have to apologize," said Peter modestly. "I really should have been helping out more, really. And hey, it was your ideas that helped us get to this point."

"Yeah, I wanted to say thanks for hearing out my ideas," said Harry. "Feels good to sound a little smart for a change."

Peter chuckled and rolled his eyes, but that was when he spied something out of the corner of his eye. There was a tall, balding, muscular man running around in the distance. But something about him seemed... off. His skin looked gray, crusty, wrinkled, and he just would not stop charging around for some reason. This guy looked like trouble.

"Say, uh, Harry? I gotta hit the can real quick," Peter said. "Be right back."

Peter quickly walked away from Harry, who shrugged and picked up the remote for the balloon. As soon as Harry was out of sight, Peter ran over to the strange man, and when he got a closer look at him, he saw that he was even uglier up closer.

"Ugh, what did that stupid serum do to me?" the man asked himself, before he suddenly pulled out an empty glass vial. Peter squinted at it, trying to read the small label on it, before the man suddenly saw Peter behind him.

"Hey, what are you looking at, punk!?" the man said in a thick Russian accent. He suddenly madly charged at Peter, who gasped and ducked out of the way. Peter couldn't help but feel like something about this guy was familiar...

"Grr, hold still!" the man said, charging again. Peter moved to the side before he decided to spit some webbing at the guys feet, causing him to tumble forward and drop the vial, which shattered upon impact.

"Grr, I don't have time for this," said the man, as he got up and ran away. Peter carefully moved forward to look at the glass shards, but then he started to make out on them the logo of Oscorp.

_What? Oscorp? What do they have to do with that guy?_ Peter wondered. Suddenly, he remembered something. Yuri had told him where Morgan Michaels was staying in the city. And it was all about that flash drive that contained some Oscorp secrets on it. Maybe it was time to finally pay him a visit.

* * *

Aleksei stumbled into the alleyway, clutching his stomach. Whatever that serum was, taking was a bad idea. Now his body felt like it was falling apart. He felt strength, yet at the same time, he felt weaker. Like his skin was cracking up, and his face felt all scrunched up.

"Havin' a bad day, Aleksei?" came a voice. He looked up to see Fancy Dan, Ox, and Montana standing before.

"What do you guys want?" Aleksei said.

"No worries, we come as friends," said Dan. "Let's just say we and the boss couldn't help but notice your condition as of late, but the boss thinks he knows how to cure what ails you."

Aleksei looked up confused. "Da?"

* * *

"So, what do you think, Mr. Sytsevich?" said Fisk. The two stood before a large robotic suit. It stood at least ten feet tall, was made from a shiny, silver metal, but it was shaped like a rhino. It had a sharp horn on its nose, and the legs and arms were incredibly dense and tough.

"Schultz designed this suit for me?" said Aleksei.

"Indeed," said Fisk. "See, when Herman met you, he felt like you gave the impression of a rhino. Now, you even look the part. Herman says this suit should be enough to help your current condition. It'll bond to your skin in order to keep it from flaking off."

"How does Herman even know all this?" said Aleksei.

"Mmm, he's surprisingly skilled in a multitude of sciences. So, Aleksei, this suit will not only help your condition, but it should make you ten times stronger too. Faster, tougher even. Wear that suit, and you will become an unstoppable force."

Aleksei thought about that. That would be something interesting. Though right now, anything sounded better than having his skin flake off.

"So on that note, I want a proposal for you. If you agree to take this suit, I might be inclined to welcome you back. And, with that suit making you unstoppable, how about you work for me for double than what I last offered you, hmm?"

Aleksei's eyes widened at that. Could it be? His luck was about to turn around?

"In fact, there is one little job I would like to ask of you..." said Fisk.

* * *

It was the day before the science fair, but Peter had another job to do right now. He was donning his Spider-Man costume, and was swinging over to address Yuri gave him. Something was up with that guy before. It was like he was mutating into some kind of animal, and all Peter knew was that Oscorp had something to do with it. And there was one man who knew the answers.

Arriving at a small house that was made from brick and painted red, Spider-Man swung into the rooftop. Crawling down along the wall, he peeked into the window to see Michaels sitting at his table drinking some coffee. Sucking in his breath, he tentatively knocked his fist onto the window. Michaels, confused, walked over and opened the window before seeing Spider-Man outside.

"What? What are you doing here? You're that, um, Spider-Boy, right?"

"Man. It's Spider-Man," said Spider-Man. "I just need to talk to you about a few things. It's about that flash drive that the Vulture stole from you."

* * *

"I don't believe this! There's a guy drinking out of Oscorp's trash?" said Michaels.

"Pretty much," said Spider-Man. The two were currently standing behind Michaels's house to discuss what Peter had found.

"What did you say he looked like again?" said Michaels.

"Well, his skin looked all crusty and gray, like an elephant. His eyes were small, squinty, and beady, and he kept charging around."

"I knew it. Those are the same symptoms as before," said Michaels.

"What do you mean?" said Peter.

"Well, when I was working on Project Arachnia at Oscorp, arachnids weren't our first choice for an animal whose DNA to base our research on. We started with pachyderms. The furthest we ever got was our research on rhinos. We figured they were so tough that could provide resistance to disease, but time and time again, our tests went horribly wrong. The test subjects would mutate and their minds would go animalistic, so I had to convince Mr. Osborn to give up on the rhinos. It just wasn't working. I don't get it, how did that guy get his hands on serum like that? I thought we destroyed all samples."

"Was this on that flash drive of yours?" said Spider-Man.

"It was. Do you think the Vulture had something to do with it?"

"No, probably whoever the Vulture was working for. It's not like he'd know what to do with something like that," said Peter. "I should be on the look-out. What else was on that drive?"

* * *

After a while, Michaels had explained everything on the drive to him, and Peter had written it all down in his notebook. "Thanks for the info, Doc. I'm about to figure out what's really going on, and what Oscorp has to do with it."

"Good luck," said Michaels, as Spider-Man nodded and jumped up to swing away.

* * *

Peter began walking to school, hoping to be on time this time. It was finally time for the science fair, and he'd finally finished his workload. Now, he was carrying the balloon to school so he and Harry could finish setting up. As he made his way through the streets, he suddenly heard a loud crash, and heard a man with a Russian accent.

"Come out and play! Don't make this harder than it needs to be!"

Curious, he quickly followed the sounds, and looked over behind a building to spy something incredible: a man in a robotic suit that looked like a rhino. He stomped around, peeking under everything, or even smashing everything, as if looking for something. But as Peter kept looking at him, he saw that the man looked famliar. The gray, wrinkled skin, the squinty eyes, it was that guy with the vial! And now he's gone full rhinoceros!"

"You can't hid forever!" the man said, punching away a dumpster. "Show yourself."

Peter thought, _This isn't good! What's he trying to do?_ He looked down at the inflated balloon in his arms, before sighing and tying it to a nearby trashcan.

The man kept looking through the alleyways, until he suddenly heard a door close. He looked over to see a single door and angrily charged. As he made contact with the wall, it cracked just a bit. "Come out, you!"

"Hey, Horn-Head!" the man heard a voice. He turned in time to see a man-hole cover being launched at his face, and making contact. That was when Spider-Man landed before him. "Pick on someone your own size, why don'tcha?"

However, the man barely even felt the cover hit him and quickly looked over at Spider-Man. "You again? You stay out of this! I have work to do!"

"Who are you chasing anyway?" said Spider-Man.

"None of your business!" the man charged before Peter quickly jumped right over him.

"I like you. You're so dumb," said Spider-Man. "I think I'll call you the Rhino!"

"So creative, aren't you?" the Rhino turned around to charged again. Peter leapt onto the side of the building to dodge, and then he jumped down to punch the Rhino in the face. However, as soon as he did, he just about broke his hand.

"Yeow!" said Peter, clutching his fist.

"Ha! You'll have to do better than that if you want to penetrate this armor, bug boy!" the Rhino gloated. He quickly charged forward and sent poor Peter flying several feet away.

"Ugh! What is that armor made of?" said Peter.

"Oh, it's a fusion of many metals, bug buy," said the Rhino. "Titanium, steel, chromium, aluminum, and carbon alloys."

The Rhino grabbed Peter and threw him over to the door. Peter tried to stand but the Rhino put a foot on top of him. "I'll crush your tiny skull to bits!"

Suddenly, a gunshot rang out. The Rhino stumbled backwards, and Peter sat up to see him clutching his side, which was uncovered. He then turned his head to see Yuri Watanabe holding a gun before she came down beside him.

"You okay?"

"What? Wait, Rhino's after you?" said Spider-Man.

"I guess so," said Yuri. "I'm just walking around on patrol, and this guy comes out of nowhere and tries to turn me into a smudge on the sidewalk."

"What? Why?"

"Worry about that later," said Yuri. "C'mon, we gotta go."

"You won't go anywhere!" said the Rhino, who charged forward again. Spider-Man decided to shoot two webs to the sides of the alleyway, and then use them to slingshot himself at the Rhino with his foot outstretched. However, as soon as he made contact, he was immediately launched backwards.

"Oof!" said Peter upon landing. "Man, he's tough!"

"Oh, really?" said Yuri, pulling him off the ground. "C'mon, we gotta go!"

* * *

Yuri and Spider-Man ran through the alleyways as Rhino was having a tough time following in the narrow route. Eventually, it seemed they had run in a full circle, back to where Spider-Man had first entered the alleyway.

"Ugh, we gotta figure out how to stop that guy," said Spider-Man.

"And how do you suggest we do that?" said Yuri.

"Found you!" came the Rhino's voice. They turned to see him charging their way, so Spider-Man grabbed Yuri and jumped over his head. As he landed, he turned to see the Rhino still charging, and he had an idea. He shot two webs at the Rhino's feet and pulled, causing him to fall over.

"As they say, the bigger they are, the harder they fall," he said.

"Grr, come here, you!" the Rhino stood up again and charged. Spider-Man jumped onto the wall while Yuri ducked to the side, and Rhino smashed into the wall.

As Yuri stood back up, she looked around at the alleyway, and noticed a spot where it got really thin. She then looked at Spider-Man and got an idea.

"Spidey! This way!" she called out. Spider-Man jumped down and followed her to the thinner part of the alleyway, as the Rhino attempted to follow. But once he tried to follow them through the thin portion, his suit ended up getting stuck.

"What? Grr, come on!" he said.

"Spidey, quick! See if you can web him in place!" Yuri said.

"Oh, yeah!" Spider-Man said. Quickly, he shot a bunch of webbing down on the Rhino's legs to stick him to the ground, then a bunch of webbing to his arms to stick them to the walls.

"Grr, you think that will hold me!?" said the Rhino. He tried to charge again, and it seemed like he was breaking free from the webs, but Spider-Man shot some webbing in his face before shooting all his remaining web all over the Rhino's body.

"That's enough running for today, don't you think, big guy?" Spider-Man said. He then turned to Yuri. "So, you okay? He didn't hurt you or anything, did he?"

"No, I'm alright. Thanks for the save by the way," said Yuri.

Spider-Man smiled under his mask and added, "You know if really want to say thanks, you could-"

SLAP! Spider-Man clutched his cheek as Yuri said, "We've been over this, Spidey. Professional, remember?"

"Right, sorry." Suddenly, they heard sirens approaching.

"That must be Drake," said Yuri. "I tried calling him earlier. I guess you'd better get going."

"I guess," said Spider-Man. "But seriously, why'd Rhino come after you?"

"Let me figure that out," said Yuri. "Don't worry, I'll be okay. I promise."

"Ugh, I hope you're right," Spider-Man jumped onto the wall and climbed away.

* * *

As Peter took off his costume, he found the trash can where he had left his balloon. But then he gasped as he saw it was nowhere to be found. He looked all over for it, and saw that it had somehow popped.

"No! Grr, it must have been Rhino hiting that wall!" Peter said. "Now what am I gonna do!?"

* * *

"He was coming after you, Yuri?" Drake said as Yuri led him down the alleyway.

"Yeah, but we got him now," said Yuri. But that was when she saw that the Rhino had somehow freed himself from the webbing and escaped. "What!? Are you kidding me!?"

* * *

Ben was coming home for lunch after an exhausting day at work. He opened the fridge to pull out some baloney to make a sandwich with, but then he heard something coming from Peter's room. Curious, he went over to it and opened the door, and was surprised to see Peter at his desk working away again.

"Peter? What are you doing here?" said Ben.

Peter turned around and gasped. "Oh, I thought you'd still be at work at this time."

"Shouldn't you be getting to the science fair?" said Ben, but that was when he saw the popped balloon on the desk. "Oh, I see."

"It got popped, so now I have to design a new one. Arg, but this is gonna take too long!" said Peter, clutching his head. "Ugh, Harry's gonna kill me!"

"You've been saying that a lot lately, you know," said Ben, sitting down on Peter's bed.

"Ugh, I know. It's just... I really haven't been pulling my weight on this project, and now Harry's really fed up with me. I-I don't want to let him down anymore. I can't let him down now."

Ben sighed and said, "I know, Peter. But this wasn't your fault. It was an accident." He then stood up and put an arm around his nephew. "But hey? I got time. What say we work on this together, huh?"

"Are you sure?" said Peter.

"Hey, if nothing else, you can go to Harry and tell him you did your best fro him, okay? Sometimes that's all you really can do. C'mon, you must have some ideas?"

Peter thought about that, but then, something clicked in his head. What was the Rhino saying about his suit earlier?

"I got an idea!"

* * *

Harry sat apprehensively at his table. It was set up, but for some reason, Peter still hadn't shown up with the main attraction. Just what was taking him so long? Harry really didn't understand. Peter never lets him down. And he always works hard. And yet now he was always running late, and was never around for Harry when he needed him. Harry frowned to himself. Peter was hiding something. But what?

That's when he noticed O'Neil leading the judges over to his booth. He sucked in his breath as he saw the disappointed look on O'Neil's face. "Mr. Osborn," she said, "I don't quite see a balloon on your booth."

"Uh, well," Harry stuttered, trying to think of an excuse, but then he suddenly heard Peter's voice.

"Hold up! I'm here now!" Peter said. He ran up to the booth with the balloon in his hand. Except Harry noticed that the balloon looked different. It was thicker, and floated a bit lower.

"Well, look who decided to show up, Mr. Parker," said O'Neil. "So, this your balloon? And how is it special?"

"Simple," Peter explained. "See, this balloon is able to use certain types of gases that most people would believe are unsafe. But that's without getting into the balloon itself. We made it out of a special kind of carbon and alloy mixture that is buoyant enough to float, but it's also thick enough and heat absorbent enough to avoid popping, and letting that gas leak out."

As Harry, raised an eyebrow, O'Neil said, "Fascinating. Please continue."

* * *

The science fair eventually ended, and Peter and Harry were awarded third place for their efforts. Harry was definitely shocked, because Peter usually won every year, but he wasn't about to complain.

"So, Peter, anything to tell me about our balloon?" said Harry once the two were alone.

"I'm sorry, Harry, it got popped on the way here," said Peter. "But that's when I ran home to scramble this together. Please don't be mad."

Harry paused, but said, "Well, I suppose it could have been worse."

"Hey, Harry, I'm sorry I haven't been there for you lately. It's just a lot things have been sidetracking me lately, and I struggle to make time."

"...Eh, don't worry about it, Pete," said Harry. "I mean, you went through all this trouble for me just now. I think that shows you care."

"Thanks," said Peter. "Hey, wanna come over for a movie tonight?"

"Sure, Sounds fun," said Harry. However, as they walked through the hallway, Harry noticed some blood coming off of Peter's neck.

"Peter? What is that?" Harry said, pointing.

Peter felt his neck, and said, "...Cut myself shaving."

* * *

"I'm sorry, Mr. Fisk," said the Rhino. "I just couldn't get her."

"Oh, it's alright, Mr. Sytsevich," said Fisk. "Perhaps sending a giant robot rhino after Watanabe wasn't the way to go. I think it's time I tried a more subtle approach."

"But why do you want her dead anyway?" said Aleksei.

"Let's just say Watanabe has been playing with fire lately, and is about to get burned."

As Fisk walked away, Aleksei felt his shoulders sag. This suit was hot, heavy, and tedious to move in. Yet, he could not afford to take it off. It was the only thing keeping his mutation at bay. Aleksei sighed. All he had wanted a normal life for himself, Ivan, and Galina. But this suit would ruin all that. Yet, he didn't have much of a choice. Wearing this suit, being Fisk's errand boy, it was the only way to care for his kids.

He looked over onto a desk, which had a picture of his two beloved kids on hit. _I must_, he told himself. _ Must do it for them._


	6. I am Your Biggest Fang

_Hello, my name's Peter Parker. You don't know me. At least, I hope you don't. If you do, you probably just see me as an average Joe, just trying to fit it. But recently, something extraordinary happened._

_I got bitten by an experimental spider, and the next thing I knew, I was developing these wicked spider powers. I can walk on walls, shoot webs, jump over rooftops, even sense the things in the world around me._

_I got to thinking, my uncle Ben always tells me, "With great power, comes great responsibility." So, I figured it was time to take that advice. New York's a pretty dirty town. Maybe it could use a hero or two. That's why I'm gonna be that hero, and help the good people of this city. Who am I? I'm Spider-Man!_

* * *

Mary-Jane sat in her biology class, taking a couple of quick looks through her textbook on her desk. By now, Mr. Peck was teaching them about invertebrates, and wouldn't you know it, they were learning about arachnids. But it was such a shame that Peter wasn't here to talk about it. She looked over to where Peter was supposed to be sitting, but the desk was empty. Just like it had been for the past few weeks. Peter was always running late, and sadly, Mary-Jane was the only one who knew the real reason why.

"Harry?" said Mr. Peck.

"Here."

"Eugene?"

"Here."

"Mary-Jane?"

"Here," Mary-Jane said.

"Peter?"

Silence. "Peter?" called out Mr. Peck. "I don't believe this, tardy again? That's fourth time this week!"

"It's okay, Mr. Peck," said Mary-Jane. "He actually just called me. He lost his backpack and he's scrambling to find it right now. He asked me to tell you."

"Peter lost his backpack?" said Mr. Peck. "It's not like him to be so disorganized."

"He'll be here soon, I promise," said Mary-Jane.

"If you say so," said Mr. Peck. "But he's still getting a lecture for this later."

That was when, out of the corner of her eye, Mary-Jane saw a shadowy figure move past the window. And the figure had red and blue streaks on him, before it landed on the wall of the building.

* * *

Mr. Peck was deep into his lecture on arachnids when Peter finally burst into the room. "I'm sorry I'm late, Mr. Peck!" he said. "There were a lot of cars in my way on my way here."

"What?" said Mr. Peck. "Mary-Jane said you lost your backpack."

Peter looked at Mary-Jane confused, and Mary-Jane gave him a nod. "Uh, I mean, first I lost my backpack, then I ran into all those cars. That's why it took me so long."

"If you say so, Mr. Parker," said Mr. Peck. "But you'll still be seeing me after school."

Peter cringed as he took his seat right next to Mary-Jane. "It's too bad, Pete. You missed all the talk on spiders."

"Why'd you tell him that I lost my backpack?" said Peter.

Mary-Jane paused. "Oh, you know, just covering for you, as always. That's what friends do, right?"

"Well, thanks," said Peter.

"I can't help but notice that you've been late an awful lot lately," said Mary-Jane. "What's the deal with you anyway?"

"Er," said Peter. "It's a long story. I just always have a lot to do in the morning, and sometimes I lose track of time."

Mary-Jane frowned. She had been really hoping Peter would just man up and tell her that he's Spider-Man already. She wanted him to tell her when he was ready, but why was he dodging? Didn't... didn't he trust her?

"Well, that's okay," said Mary-Jane. "I can help you catch up. You wanna study together tonight?"

Peter gave her a good smile. "You bet."

* * *

Mary-Jane walked down the hallway of Peter's apartment, before seeing his door and knocking. Ben opened the door and smiled upon seeing her.

"Ah, you're here early, Mary-Jane," said Ben.

"Well, I got homework of my own to do later tonight, so I figured the sooner the better," said Mary-Jane.

"Well, come on in," said Ben, opening the door to let Mary-Jane inside. "But I better warn you, Peter isn't home just yet."

"He's not?" said Mary-Jane.

"Yeah, he said he had a few things he needed to pick up for his other homework," said Ben.

"Oh, I see," said Mary-Jane. "Well, I can give him a few minutes." She quickly sat down at the dinner table and checked her phone. Peeking at social media, her suspicions were confirmed. Someone tweeted not seven minutes ago that Spider-Man was chasing some bank robbers. _Well, that can't possibly take _too_ long, could it?_

* * *

Almost two hours had passed by the time Peter finally came in through the door. "Alright! I'm back."

"There you are, Peter," said Ben. "Where took you so long?"

"Well, um, it took me a while to find the right stores to get what I needed," said Peter.

"What did you get anyway?" said Ben.

"Um," said Peter, before opening his pack. "I needed some better pencil, paper, and, yeah, I had to check out a book or too from the library."

Ben looked into the pack, but shrugged and said, "Well, Mary-Jane arrived early. I reckon you better get started with her."

"She did?" Peter said before he spied Mary-Jane sitting at the table. "Oh, hey, didn't expect you so soon."

"Yes, well, I had some other homework to do other than yours, so..." said Mary-Jane.

"Oh, Mary-Jane, I'm so sorry. If I had known ahead of time-" said Peter.

"No, no, it's okay," said Mary-Jane, standing up and grabbing her backpack. "We better get started. You've got a lot of catching up to do."

* * *

The next morning, Mary-Jane suddenly felt herself being shocked awake. It was the sound of her father knocking angrily on her door.

"Mary-Jane, c'mon! School starts in less than an hour! Up and at him!" he said.

Mary-Jane looked down at her desk, and saw her homework still only half-finished. The memories of the previous night came flooding back to her. She'd helped Peter all night long, but by the time she was able to finally get back home to do her own homework, she got so tired, she must have dozed off.

"Great," she said to herself. "Thanks a lot, Peter."

* * *

"Mr. Parker, congratulations, you've redeemed yourself," said Mr. Peck, giving Peter his homework back. "Now this is the Peter Parker I remember."

"Thank you, Mr. Peck," said Peter as he accepted the paper back.

"Ms. Watson, however," said Mr. Peck, walking over to Mary-Jane, "looks like you fell short for some reason. How come your homework's only half-done?"

Mary-Jane remained silent, and Mr. Peck sighed and gave her her paper back. "Let's hope you can make up for it."

As Peck walked away, Peter whispered to Mary-Jane, "How come your homework's only half-done?"

"Well, I guess having to tutor a tardy friend of mine left me no time to do my own homework," said Mary-Jane.

"What?" said Peter before the realization hit him. "Oh, Mary-Jane, I'm so sorry-"

"Never mind it, Peter," said Mary-Jane.

* * *

Later that day, Peter was walking down the halls, just to do a little thinking. Did he really mess Mary-Jane up? Did he make her fail? Great. First, being a superhero was hurting his school performance, and now it was hurting Mary-Jane's.

That wasn't right. He had to make this up to her somehow. Well, now might be his chance. Mary-Jane was about to audition for a school play today. And Peter had made her a promise to be there for support.

Suddenly, he felt his cell phone vibrate. He pulled it out of his pocket and answered, "Hello?"

"Hey, Peter?" said Mary-Jane. "I need your help. I left an important part of my costume for the play at my apartment. I need you to run there and pick it up for me."

"Oh, okay," said Peter. "What is it?"

"A hat. It's a blue captain's hat that should be sitting on my bed. Please hurry."

Mary-Jane hung up, so Peter then thought to himself, _Well, I'm gonna make it up to you now, MJ._ As he quickly slunk outside, he put on his Spider-Man garb and began swinging away.

* * *

"Okay, thank you, Mr. Watson," said Peter, as he walked out of Mary-Jane's apartment. He then sneaked towards the window, and after carefully crawling outside, he put his suit back on, and looking at the hat in his hand, and prepared to jump and swing again.

Unfortunately, swinging with one of your hands full was obviously difficult. So difficult, that he could not release a web in time and ended up smacking into the sidewalk.

"Ugh, that's gonna leave a mark," said Peter. As he stood up, he saw a kid standing a few feet away from him, who grinned cruelly and snapped a picture of him with his phone. "Oh, I bet the Daily Bugle will love this."

"Grr," said Spider-Man before the kid walked away. Groaning, he jumped up and tried swinging again, but that was when he heard his radio buzzing. Stationing himself on the side of a building, he pulled it out and said, "Hello?"

"Spider-Man?" said Yuri's voice. "I need your help."

"Uh, can it wait?" said Peter. "I'm kind of in the middle of something."

"Actually, no, it can't," said Yuri. "There's a big holdup in the jewelry store on seventh. And all our officers are a bit busy right now. I need you to head over there."

"But I-" said Peter.

"Spider-Man, I don't have time to argue with you. Are you seriously saying that you think whatever you're doing right now is more important than saving lives?"

"But-"

"No buts! Get going now!" And then the radio went silent. Spider-Man looked at Mary-Jane's hat in his hand. He couldn't let Mary-Jane down now. Heck, at the rate he was going, he thought for sure he'd be back early. But if what Yuri said was true...

_Ugh,_ Peter thought. _Why is being a superhero get so difficult?_

* * *

"Alright, now empty that register for us," said one thug, who held a gun in the cashier's face. The cashier of the jewelry store reluctantly opened the register, but then when he looked back up, he saw a web grab the thug's gun.

"What the-" said the thugs before he was grabbed by a web and pulled up the ceiling. He then noticed that we was covered in webs sticking his to the ceiling, and saw Spider-Man looking at him mockingly.

"You know, I don't think all this jewelry really goes with your eyes, pal."

* * *

Mary-Jane sat behind the stage curtain, peeking out hoping to see Peter. But he still hadn't shown up yet.

"So, you ready to go, Mary-Jane?" came a voice, and Mary-Jane turned to see another girl in an identical costume.

"Uh, almost," said Mary-Jane. "I'm still waiting on Peter."

"Ah, of course," said the girl. "Yeah, this whole thing makes me nervous too. I wish I had a boyfriend sitting in the crowd to support me, too."

"What? No, he's not my boyfriend!" said Mary-Jane. "I meant I'm waiting on Peter to bring me the last piece of my costume."

"Oh," said the girl. "Well, he'd better hurry then."

"I will admit, though," said Mary-Jane. "It would be great if he could be here just to support me."

"So, are you going to see that new Michael Morbius movie tonight?" said the girl. "You can't possibly miss it! Michael himself is gonna be walking the red carpet at the premiere!"

"Oh, I don't think so," said Mary-Jane. "Peter and I were gonna watch a movie together tonight. We wanted to go see something we'd both like."

"You two are seeing a movie together?" said the girl. "Hmm, yeah, so not lovebirds."

Mary-Jane ignored her, but then she heard her name being called out. "Mary-Jane Watson."

_Oh, no! Peter, come on! Now I have to do this without my full costume?_ Mary-Jane thought.

"Watson!" the director repeated.

Groaning, Mary-Jane walked out onto the stage, and as soon as he saw her, the director seemed to glare. "Ms. Watson, where is your hat?"

"Um, I don't quite have it..." said Mary-Jane.

"Well, that's too bad," said the director. "That hat is kind of important for playing the part. You know, if you're this unprepared now, I hate to see what you'll do on night of the premiere."

* * *

"I'm here!" Peter cried out, waving the hat in the air like a flag. "I brought the-" But that was when he noticed people were leaving the auditorium. "Huh? Mary-Jane?" Peter said.

"Oh, the auditions over, kid," said the director passing by. "Sorry, Mary-Jane didn't make the cut."

"What?" said Peter.

"Yeah, she didn't have her costume ready," said the director. "Really hurt her performance. I need a more prepared actor."

As the director left, Peter ran up to the stage. He carefully sneaked behind the curtain, but saw no one.

"Ah, man," he said to himself. "So much for making it up to her."

* * *

Peter walked up to Mary-Jane's apartment door. Tentatively, he knocked and waited. He looked at the case for Cars in his hand, and hoped that he could make things right with Mary-Jane. After all, she and him loved this movie.

That was when Mr. Watson finally answered the door. "Peter?" he said. "What're you doing here?"

"Uh, Mary-Jane and I were gonna watch a movie tonight," said Peter. "I thought I'd come to her place for a change."

"Kid, she told me that you were canceling movie night," said Mr. Watson. "That's why she decided to catch that new movie, what was it called, Full Moon: Part Two?"

"What?" said Peter.

"You wanna catch her, better get to that premiere, kid," Mr. Watson said as he shut the door.

* * *

Mary-Jane stand very far behind a series of rapid fan girls. It was a strange thing. Most of the time, when it came to a big movie premiere like this, not everyone could get in to see. But for some reason, the star of the movie himself, Michael Morbius, had convinced all the directors and producers to allow a cheaper premiere, having promised that Full Moon: Part Two would make all that money back in time.

Mary-Jane definitely didn't intend to come here. She and Peter had always done movie night together. They'd watch a bunch of movies that would make them laugh, cry, cringe, and learn about life. But after all that had happened... ugh, Mary-Jane just wanted to avoid Peter right now.

Right about now,the sun had long set, and it was time for the star of the show and literally the only reason these girls came tonight, Michael Morbius. He emerged from his limo, and all females in the vicinity went rapid.

"Marry me, Michael!"

"I love you, Michael!"

"Have my baby, Michael!"

Michael just calmly waved at them and walked down the red carpet. Michael was actually pretty pale, with slicked-back hair and shiny, white teeth. He indeed looked exactly like a vampire. That was pretty much why he'd been hired to play one. They even named his character after him: Morbius the Living Vampire. Five different movies of Morbius romancing a pale-faced girl who somehow liked his stalkerish attention and tendency to stare for long periods of time at her neck. Mary-Jane didn't usually go for junk like that, but sometimes she liked to watch this stuff to laugh at it. And, well, she was ashamed to admit it, but Michael's vampire was kind of sexy.

"Welcome one and all to the moment we've been waiting for for ages: the grand finale to the Dark Evening saga, Full Moon: Part Two. I have to say it's incredible and awesome to see so many of your shining faces at the premiere. Morbius the Living Vampire is like a part of me at this point, so I'm glad to see the impact he has made. So what are we waiting for? Let's get this party started. I think all you fine, young ladies will be pleasantly surprised to see the final product."

With that, the doors to the theater were finally opened, and the fan girls were allowed to slowly walk inside. Mary-Jane shrugged and began to follow. But as she walked forward, she spied Morbius out of the corner of her eye... and she could have swore his eye glowed.

* * *

Mary-Jane sat in her seat up on the balcony as the previews finally ended. The logos for the movie studios graced the screen as everyone sat in the darkness. It was then, almost by habit, Mary-Jane looked to the empty seat next to her. She sighed to herself. Truth be told, as mad as she was, she missed just hanging out with Peter. Movie night just wasn't the same without him. Now instead of listening to Peter's signature stupid quips, she was listening to a bunch of crazy girls gushing over how hot Michael was. This movie probably wasn't going to be nearly as fun unless she and Peter could make fun of it together.

As she looked back at the screen, she saw the movie's opening was beginning. It showed a pan over a winter landscape as it led to a small village of werewolves. As Mary-Jane relaxed back in her seat, she suddenly heard some footsteps behind her. She turned around, and was shocked to see Peter of all people walking up to her.

"Hey," Peter said quietly, "did I miss the previews?"

"Kinda," said Mary-Jane, simply looking back at the screen.

"Uh, Mary-Jane?" said Peter. "Can we talk about what's happened?"

"There's nothing to say," Mary-Jane said. "At least not on my part. I think _you_ are the one who has some talking to do."

"Mary-Jane, I'm really sorry, okay?" Peter said. "I don't even know what happened. I'm really sorry I couldn't get to you in time."

"It's alright, Peter," said Mary-Jane. "After all, I'm sure you were doing something important."

Peter paused at hearing that. Mary-Jane sighed to herself. She was really hoping that at this rate, Peter would finally man up and just tell her that he was Spider-Man already. Mary-Jane could understand if Peter was busy saving lives, that was fine. But annoyed her was that he not only kept secrets from from, but expected her to buy his malarkey.

"So..." Peter said, "this is the last in the series, isn't it?"

"Yep."

"Oh, look, the werewolf looks like he needs to scratch his ear. Ooh, someone get him a flea collar," Peter said.

Mary-Jane couldn't resist but let loose a chuckle. "Yeah, he looked upset. Maybe Timmy fell down the well again."

"Now that's more like it," said Peter. "So, look, I'm really sorry about everything, MJ. Can we just forget the whole thing?"

"Forget the whole thing!?" Mary-Jane said. "Are you kidding me! Peter, I can't forget the whole thing because you keep doing it! For how many weeks now, you run off to do something that you won't even tell me about! Peter, I can forgive you if it really is as important as you say, but I don't even know what is! And it's driving me nuts!"

Peter was shocked and tried to speak up, but then Mary-Jane stood up and said, "You know what, I'm going to bathroom."

As she walked away, Peter looked at the movie screen in dismay. Great. As many lives as he saved, he was losing his best friend. Was that really worth it?

On the screen, Morbius seemed to be looking at the camera. "I have no dire need for revenge, Jared. I believe vampires and werewolves were destined for better things than this."

"Oh, brother," said Peter to himself. "I've seen pirate's legs less wooden than that performance."

But then, Morbuis's eyes began to glow. "In fact, I have a proposition for you, my friend." As Peter continued to view the screen, he felt himself becoming oddly... faint.

* * *

Mary-Jane finished in the bathroom, walking back towards the screen room. As she kept thinking back to her talk with Peter, she kept asking herself why Peter wouldn't tell her that he's Spider-Man. Just why? She and Peter always shared everything. She always told him her deepest, darkest secrets. Well, okay, maybe not about that time she stayed out after curfew to track down Ariana Grande when she came through town. Or that time she actually stole the last book at a book signing because she couldn't afford it. Or that time-

Ugh, what was she saying? She did keep secrets for Peter. But that was different. She was just embarrassed. Afraid of getting in trouble was all. Then again, Peter might be worried that being Spider-Man could get him in trouble.

Ugh, but Mary-Jane never wanted to get Peter in trouble. She never would. Although... maybe Peter was afraid of what would happen to her if she knew.

Great, so Mary-Jane was a hypocrite. But still, Peter was letting her down a lot lately. He was never there for her, all because... he was saving a life? And... that still didn't mean he wasn't prepared to go out of his way for her...

_Ack, what have I done!?_ Mary-Jane thought to herself. She thought back to the look in Peter's eyes in the theater. As much as he dodged the problem, there was sincerity in his eyes. _Ugh, what's the matter with me? How could I be so selfish? Peter tried so hard for me. It wasn't his fault someone needed saving. Of course saving a life is more important than a stupid play._ She looked up at the entrance to the theater. _I need to say _I'm _sorry._

* * *

Mary-Jane walked up to the balcony, but was shocked when she couldn't see Peter. She spied the empty seat where he was sitting, and found a note. She picked it up and read it, and it said, _Dear MJ, I think I'd better go home. I guess you really want to be alone now. Peter._

Mary-Jane sighed. Great. Maybe she should just go to see him in the morning. She looked at the movie onscreen, and decided she didn't want to watch it right now.

* * *

It was nighttime the next day. Mary-Jane had been trying to talk to Peter all day. She'd been to his apartment early in the morning, but Ben and May said he had already left for school. She tried talking to him at school, but he didn't seem like he wanted to talk. Even in biology class, he was suddenly sitting further away from her. Mary-Jane felt like slapping herself. Now, it was like she got him angry at her. What had she done?

Finally, after the sun had set, Mary-Jane was sure that Peter had to be home. She walked through the hall and knocked on his apartment door. Ben answered the door, and looked confused to see her. "Mary-Jane? What are you doing here so late?"

"I'm sorry, Mr. Parker," said Mary-Jane, "I just really need to talk to Peter."

"Uh, Peter actually hasn't come home yet," Ben said. "He hasn't come home all day long. I keep trying to text him, but he doesn't answer. Just where is that boy?"

Mary-Jane's eyes widened at that. "Oh, I see."

"You're welcome to come in and wait for him with us-" said Ben.

"No, that's okay. In fact, I think I know exactly where Peter is, Mr. Parker," said Mary-Jane.

"You do?" said Ben. "Where?"

"Well, I can't tell you that right now, but don't worry. I'm about to go get him for you."

Ben looked at her oddly, but Mary-Jane gave him a sincere look. "I promise. I'll find him, and I'll bring him home safe and sound. You trust me, don't you?"

Ben stared at her for the longest time, before reluctantly nodding and saying, "Okay, if you say so." Then he closed the door, as Mary-Jane bolted down the hallway. She quickly checked her social media, looking for new posts about Spider-Man, but to her shock, she could find none.

_Huh?_ she thought. _How could no one have seen Spider-Man tonight? _That was when she saw something else. People were posting like crazy about how young teenage girls were disappearing all over the city.

_Could Peter be looking for them?_ Mary-Jane thought. But that was when Apple News dropped a notification on her. The police were talking about several disappearances of teenagers around the city. And they seemed to have found one small detail that connected them all: they all had seen the Full Moon: Part Two premiere.

_Wait, Peter also watched the movie, didn't he?_ said Mary-Jane, shocked. _What on earth could be going on?_

* * *

Somewhere in an abandoned warehouse, Peter was walking forward in some kind of trance, followed by several teenage girls. The entire room was practically pitch-black. Then, they all stopped before a shadowy figure standing on a pedestal. The figure seemed to be wearing a cape, with a bat-like motif to it.

"Alright, everybody, I'm so glad you could join me tonight-" he paused at seeing Peter. "Uh, didn't know I had... _male_ fans too." That's when the figure stepped forward, revealing himself to be Michael Morbius, pale as ever, and baring razor sharp fangs and white eyes. "But that's okay. The more the merrier. Morbius requires... sustenance."

* * *

Mary-Jane was scrambling through the streets, struggling to find Peter. _Oh, Peter, if you ran off because of me, I'll never forgive myself!_ She ran through an alleyway, just trying to think of where Peter could possibly be. She figured that he might be looking for those girls, but where could _they_ be?

Suddenly, she spied something on the floor. It was a small necktie. But when Mary-Jane looked it over, she realized she had seen it on the neck of Michael Morbius tonight. _Wait,_ she thought, _all those girls, and Peter, they all went to see Morbius's movie, right?_ That's when she saw a door hidden within the alleyway. As she approached it, she felt a bad aura about. _Well, if there's a bad aura, you've got no choice but check it out, right?_ Tentatively, she pushed the door open and walked inside.

As she crept down the stairs, she noticed a lot of shadows. Despite the low level of light, she was able to make a few things out. She then peeked out around a corner and saw a bunch of teenage girls doing... jumping jacks? As Mary-Jane raised an eyebrow, she began scanning the crowd, and realized that she had seen many of them at the premiere. But what were they doing here?

But that was when she saw Peter. She was shocked to see him imitating the girls, and he seemed to have blank look in his eyes. In fact, they all did. But then, Mary-Jane looked forward and gasped when she saw Michael Morbius standing up front.

"That's it," he said. "Get the blood pumping. I want to drink it fresh."

"What the- Michael Morbius is a REAL VAMPIRE!?" Mary-Jane said to herself.

She looked back to Peter, and noticed that he was beginning to slow down. Morbius noticed this and his eyes began to glow. "Don't stop now, my boy."

Peter began jumping jacks again, and when Mary-Jane looked at his eyes, she felt strangely woozy. However, she quickly shook her head to snap out of it, before hiding behind the wall. _Morbius must be hypnotizing them or something.__ And he's gonna drink all their blood? Ugh, at this rate, we'll have an army of the undead on our hands! Argh, where's van Helsing when you need him?_

Quietly, Mary-Jane took out her phone and dialed 911. Eventually, someone answered her, and said, "911, what's your emergency?"

"Excuse me, I just found a warehouse that's full of those teenagers that have gone missing! And Michael Morbius is behind it all?"

"What?" said the lady on the other end.

"Listen, I'm a the warehouse on the alleyway on sixteenth. I need someone to come down here pronto!"

"Alright, we'll send cops your way as soon as possible, ma'am. Please remain calm and see to it that you avoid contact with the kidnapper." Then the lady hung up, but Mary-Jane just couldn't do what she said. She didn't know if they had any time.

Peeking back over the corner, Mary-Jane had an idea. She carefully made her way into the crowd, and she pretending to be hypnotized. Doing jumping jacks, she carefully made her way over to Peter. _Eesh, I wish had had been doing this a bit more in P.E._ Eventually, she made it to Peter, and making sure she was obscured by other girls, she pretended to do jumping jacks and tried nudging Peter.

"Peter? Peter, are you okay?" she asked. But Peter did not respond. He just kept staring forward with a blank expression. "Peter, you've gotta snap out of it!" said Mary-Jane. "We gotta get you out of here!" Peter still did not respond. Annoyed, Mary-Jane finally just grabbed him and pulled him to the floor.

"Peter, it's me! Mary-Jane!" she said. "Snap out of it!" But Peter was practically fighting against her grip. His eyes almost seem to flash red. "Peter, please! Look, I'm sorry about that fight we had earlier. I shouldn't have been giving you such a hard time over something that wasn't your fault."

Peter continued to struggle, but then, Mary-Jane grabbed Peter's face and made him stare into her eyes. "I'm sorry, Peter, for everything. But no matter what, I could never stand to lose you. You're the greatest friend I've ever had!" It didn't seem to work, so Mary-Jane sighed and said, "In fact, I had a secret too. And it's about you. There's something you don't know. And it's-"

"Wha... wha... Mary-Jane?" Mary-Jane suddenly looked into Peter's eyes again, and saw that their old brown color was returning. Despite the situation, Mary-Jane couldn't help but smile. "Peter! You're alright!"

"Ugh, I got a monster headache," said Peter. "Where... where are we?"

"Uh, it's a long story, but Michael Morbius brought you all here! I think he's hypnotized everyone!"

"Ugh, Morbius?" said Peter, still a little disoriented. However, that was when the jumping jacks in the room stopped, and Morbius noticed something.

"Hey! Why did you two stop?" he said. As he looked at them closer, he realized, "Hey! I recall you coming in here, red."

Mary-Jane remained silent, but Morbius walked closer. He stood before her, unmoving, for what felt like an eternity. Then, out of nowhere, he yelled, "Grah!" unfolding his cape and spitting fangs in Mary-Jane's face. Involuntarily, Mary-Jane screamed, and felt herself fall back on her back.

"I knew it!" said Morbius. "Sorry, but there's no way I can let you go now!"

Panicking, Mary-Jane punched Morbius across the face, but he didn't even flinch. She tried kicking him from the ground, but before she could blink, Morbius had run behind her.

As she looked over to where Morbius was now standing, he bared his fangs and said, "My dear, do really think you stand a chance against the undead?"

Peter was still on the floor, disoriented from his trance, his vision feeling blurry. As he held his head, he suddenly heard Mary-Jane shriek. At that, Peter's vision began to return, and he saw Morbius standing over Mary-Jane menacingly.

"MJ!" he cried out. Morbius looked at him surprised and said, "What? You're free from my trance? That's impossible!"

Mary-Jane used the distraction to kick Morbius's legs, seemingly making him fall over. However, somehow, he balanced himself with his cape, and now looked more angry than ever. Mary-Jane and Peter quickly stood and tried to run for it, but Morbius was much faster.

Peter was unfortunately still suffering from his headache, and it seemed to be slowing him down. Mary-Jane noticed that Morbius was about to pounce on Peter, so she quickly tackled him to the ground and sat on top of him.

"Mary-Jane!" said Peter.

"Get out of here, Peter!" Mary-Jane said. "You need to... go somewhere else and get help!"

"But-"

"Just go!" said Mary-Jane as Morbius began rising from the ground, Mary-Jane still clamped to his back. "I don't know how much longer I can hold him!"

Peter looked Mary-Jane over with concern, but seeing the determination in her eyes, he reluctantly turned to run. Morbius finally flung Mary-Jane off his back and pinned her down with what felt to her like claws on his hands.

"Foolish girl," said Morbius. "No one can resist me, understand? No one!" Grabbing her neck, his eyes began to glow. Mary-Jane struggled to look away, but the light seemed to sear into her soul...

* * *

Peter ran up out the door to the warehouse, and then carefully climbed up the building until he reached the rooftop. "Ugh, Mary-Jane, I'm so sorry," he said. But it only took a few moments before Morbius suddenly burst through the door as well, and screeched, "Where are you, boy!?"

Peter groaned as looked down at Morbius, but gasped when Morbius suddenly jumped up high, like a human-sized flea. He landed on a fire escape, and looked around again. "You can't hide!"

Scared, Peter ran off and jumped to the next rooftop. "Ah, man, what am I gonna do? How do I even stop a vampire? Ugh, I need a wooden stake or something!" Finally, he jumped down into another alleyway and hid in a dumpster.

Peter listened outside, and heard Morbius's footsteps walk back outside, before he breathed a sigh of relief. He pulled out his phone and turned on the flashlight. He couldn't help but noticed how many unread texts and missed calls he had. _Oh, Ben and May must be so worried._ he thought. _Okay, I've gotta get back in there and try to wake those other girls up. Ugh, I wish I knew just what was going on. I mean, Morbius is a real vampire?_ He pulled off his shirt to reveal his Spider-Man costume underneath. _Well, it's up to me._

Peter quickly changed into his costume and donned his mask, but that was when he spotted some things in the dumpster. First was a cross. Peter picked it and pocketed it. _Seems perfect for a vampire._ But there was also a vial. Peter picked it up and examined it, and was surprised to see the word "Oscorp" branded across it.

Suddenly, the lid on the dumpster was pulled open, and Peter looked up to see an angry Morbius standing above him. "End of the line... Spider-Man?" he said. "Where'd that kid go?"

Peter quickly jumped out of the dumpster to face Morbius, and said, "Oh, that kid? He's long gone. But good for you. Now you deal with me."

Morbius hissed at him, but Peter threw the vial at Morbius's face. Morbius was fast enough to catch it, but then looked at it and said, "Huh? My Oscorp serum?"

"Huh?" said Peter. "What Oscorp serum?"

Morbius looked at him silently, but threw the vial away and said, "Never mind that." His eyes began to glow again. "C'mon, Spider-Man, there's a party downstairs for everyone!"

However, the eyeholes Peter put in his mask seemed to block enough if the light, the hypnosis didn't seem to work. "Nope, not feeling it," Peter said. "Guess that's the trouble with making a movie like yours appeal to someone other than a teenage girl."

"Ugh, great," said Morbius. "So you you're not into my looks like that other kid? Guess you prefer girls."

_Girls?_ Peter thought. _What is he- Oh, my gosh. OH, MY GOSH! He doesn't really think that, does he?!_

Morbius charged forward and tackled Peter to the ground. However, Peter quickly pushed Morbius off of him with his legs, and began using his webbing to pin Morbius to the ground. "Sorry, you aren't going anywhere."

However, Morbius quickly pulled an arm free, hissing as he bit into the webbing. Shocked, Peter backed up and decided to try running. He shot two webs in the air and slingshotted himself onto the rooftop. He then began running back to the warehouse.

* * *

Peter entered the warehouse, and carefully made his way down the staircase. Carefully, he looked around, and eventually, he spied all the lost girls standing against a wall, and he noticed Mary-Jane with them.

"No, Mary-Jane, not you too!" Peter said. He was about to walk forward when his Spider-Sense acted up, and he had to dodge an attack from behind by Morbius.

"Out of my way, kid!" Morbius said. "I've got some feeding to do."

"Oh, no you don't!" said Peter. He suddenly pulled out the cross and stuck it in Morbius's face. "Get a load of this!"

However, Morbius just stared at it blankly. "Are you kidding me? What do you think you're doing?"

"What?" said Peter. "But... it's a cross. A symbol of Jesus. You guys are supposed to go running from these things! I mean, it should work! I do believe in Him! I have faith! I really do!"

"Oh, no, no, no, that's not it," said Morbius. "Kid, the thing is... I'm not a real vampire."

"Huh?" said Peter. "You're not?"

"Yeah, I just just fused myself with vampire bat DNA," said Morbius.

"What? Vampire bat DNA?" said Peter. Then something clicked in his head. "That vial! You drank serum from Oscorp!"

"Yeah, you got me," said Morbius. "The truth is... I was talking to someone there. He said he could cure me of my blood condition."

"You have a blood condition?" said Peter.

"Why do you think I'm so pale? This is the reason no one other than the Dark Evening franchise will hire me! Ugh, you have no idea how stupid my role is! All the cringy dialogue, wooden romances, I was hoping this serum could cure me so I could finally play something else."

"But why do this?" said Peter, pointing at the girls.

"Well, guess what? That serum only made me look even more like a vampire. And now, I actually need to suck people's blood just to keep my energy up. That's why I implanted subliminal, hypnotic suggestions in Full Moon: Part Two."

Peter had a flashback to the movie, and he remembered feeling oddly when he saw Morbius's character's eyes glow.

"So you used the movie to hypnotize everyone into coming here?"

"Exactly." Before Peter could react, Morbius ran over to girls by the wall. "In fact, I need an energy boost. How about... this one?"

Peter silently gasped as he saw he grab Mary-Jane. Morbius plunged his fangs into her arm, and began leeching her blood. "No! Leave her alone!" he cried and charged forward. He kicked Morbius to the ground, causing the hypnotized Mary-Jane to fall down.

Morbius quickly tackled his way onto Peter. "You know, I bet your blood is even more energizing!" Morbius said. He bit into Peter's shoulder and Peter screamed in pain. But that sound suddenly made Mary-Jane look their way.

"Get off of me!" Peter said. He tried pushing back, but Morbius was getting even stronger the more he drank Peter's blood.

Mary-Jane's vision suddenly began to allow her to see Morbius on top of Peter. "P-Peter?" she said hoarsely. Suddenly, her eyes jutted wide open and she screamed, "Peter!"

Morbius suddenly looked over at Mary-Jane. "Huh? How'd you wake up!?" Peter quickly took advantage of the distraction and tossed him off, before standing up to fight him again.

"Ugh, I wish I could see down here," Mary-Jane said to herself. She pulled out her phone to turn on her flashlight, and shined it in Morbius's face. However, that caused Morbius to shield his eyes and screech in pain.

"Ack! No! Put that away!"

Mary-Jane looked at her phone, and wondered to herself, _Is this light... hurting him?_

Peter was having the same train of thought, and pulled out his own phone to shine his own light on Morbius.

"No! Stop that!" he suddenly used all his strength to tackle Peter again, and this time, it caused Peter's mask to fall off.

_No! My mask!_ Peter thought. _Now, Mary-Jane's gonna know who I am!_ Morbius hissed in Peter's face, but Peter grabbed his phone and poured light into Morbius's face again.

"Gah!" Morbius said, falling over onto the floor. Peter kept his light on his, and shouted to Mary-Jane. "Get out of here! I got this!"

Mary-Jane looked confused, but that was when she heard a siren, followed by a few more. "Uh, yeah. Don't worry! The cops are here!" She quickly ran up the stairs.

Then, Peter slapped a few dozen webs on top of Morbius, including one over his eyes to keep him from hypnotizing anyone. Once he was sure Morbius was trapped, he put his mask back on, and then, the lights came on, hurting Morbius even more. Peter turned to see a squad of police, led by Lieutenant Stacy, running down the stairs. Peter quickly jumped to the ceiling as they came into the room and approached Morbius.

"Huh?" said George. "Looks like Spider-Man was here."

"We don't need to give him credit though, right?" said another officer.

"No, of course not," said George.

_Gee, thanks._ Peter thought as he crawled along the ceiling out of the warehouse.

* * *

Morbius was locked in the back of a police cars, which had many bright lights on inside to keep him weakened. Stacy climbed into the car, and then drove Morbius off to prison.

Peter walked out of an alleyway after taking off his costume, and looked at the officers helping the teenage girls out of the warehouse, now that they were free from their trances. Peter couldn't help but think, _That's the second time I've run into someone who took something from Oscorp. And Morbius was _given_ that serum? Just what is going on?_

"Hey, Peter?" said a familiar voice. Peter turned around to see Mary-Jane. "Are you okay? I know Morbius bit you too."

Peter sighed. "Yeah, I know. I'm okay, don't worry. I'll sleep it off."

"Good," said Mary-Jane. "There's something I wanted to talk to you about."

Peter sighed. It was now or never. "Yeah, that was me down there, MJ. I guess."

Suddenly, Mary-Jane wrapped her arms around him. "I know. And thank you for saving me! It was so cool! I saw your face in the dark down there! You were like... like Spider-Man!"

Peter looked at her shocked. Did she never see his costume?

Well, of course she did. She was just playing dumb for the sake of Peter's secret identity. Mary-Jane didn't want to force him to tell her. If he told her, she wanted it to be because he trusted her.

"Uh, yeah, you're welcome," said Peter, hugging her back. "And hey, thanks for saving me."

"Anytime," said Mary-Jane, finally letting him go. "Say, uh, since we never even say Full Moon: Part Two together, I wanted to ask... do you still have Cars?"

Peter grinned and said, "Of course."

* * *

The two watched Cars in the living room of Peter's apartment, cackling up a storm at every hilarious moment.

"I'm startin' to think he knowed you was gonna crash!" said Mater.

"Thank you, Mater," said Lightning McQueen. "Thank you."

"I don't know, maybe he hits bonus points for hitting the cactus?" Peter suggested.

Mary-Jane chuckled before she looked at Peter serious. "Hey, Pete? I've been trying to tell you all day... I'm sorry I got so mad at you."

"No, you were right," said Peter. "I should've been there for you."

"But it wasn't your fault," said Mary-Jane. "I kept calling you when you were in the middle of something."

Peter opened his mouth to say something, but Mary-Jane continued. "Peter, it's okay. Whatever you're doing all the time, I trust you. If you say it's important, then I believe that. You don't have to explain yourself, okay?"

Peter paused before saying, "Thank you, MJ. And I promise, I'll always try to be there for you, okay?"

"I know," Mary-Jane smiled before they looked back at the movie.

* * *

**So, what do you guys think? Do you like my super-weird take on Morbius? You know, guys, I really like hearing from you, so please leave a review if you can. This chapter was kind of my way of showing what it's like having to witness Peter disappear all the time, and seeing everything he does from the sidelines. Well, get ready, 'cause the next chapter will be where things get serious.**


	7. Fisk-y Business

_Hello, my name's Peter Parker. You don't know me. At least, I hope you don't. If you do, you probably just see me as an average Joe, just trying to fit it. But recently, something extraordinary happened._

_I got bitten by an experimental spider, and the next thing I knew, I was developing these wicked spider powers. I can walk on walls, shoot webs, jump over rooftops, even sense the things in the world around me._

_I got to thinking, my uncle Ben always tells me, "With great power, comes great responsibility." So, I figured it was time to take that advice. New York's a pretty dirty town. Maybe it could use a hero or two. That's why I'm gonna be that hero, and help the good people of this city. Who am I? I'm Spider-Man!_

* * *

"So, boss, how do you plan on rubbin' out Watanabe now?" said Fancy Dan.

"Oh, that can wait," said Wilson Fisk. "I've got a prior engagement to focus on."

"Been waitin' a long time for this, huh?"

"Absolutely. Thanks to Schultz, I've got a whole new batch of goodies our dear friends would like to see."

"But, boss? What're you gonna do if..." Dan paused.

"What?" said Fisk. "Spit it out."

"...if that Spider-Boy shows up?"

Fisk almost started to laugh. "Are you kidding me? You think some kid in a sad Halloween costume is any concern to us? The boy's fine if he wants to fight weirdos dressed just like him, but we're in true business, Daniel. And if the boy's actually dumb enough to come after me? Well, he'll learn the hard way why Wilson Fisk is not to be crossed."

* * *

Spider-Man was swinging through New York, as usual. Thankfully, it was Saturday, so that meant patrolling. Yuri hadn't contacted him all day, but hey? Maybe that was a good thing? Perching on the side of a building, until he heard a shriek, and he looked down to see a lady with graying hair with two men pointing guns at her.

"Your money or your life, lady," one of them said. However, his gun was quickly pulled out of his hand by a web, and he and his partner only had enough time to look up to see Spider-Man diving down on the second man.

"Come on, guys, surely you've got better things to do that harass a nice lady." Quickly, he spat some webs in the first man's face and pulled him down to web the two men to the sidewalk.

He turned to face the lady. "You okay, ma'am?"

"Oh, of course, thank you so much," said the lady, smiling widely. "You're... that Spider-Boy, aren't you?"

"Spider-Man, if you don't mind," said Peter. "Well, I should go. You can dial 911 for me, right?"

"Of course," said the lady. Peter jumped up and began swinging away, as she called after him, "Thanks again!"

As Peter swung himself up even higher, feeling the wind in his face, he suddenly saw something out of the corner of his eye. It was a yellow blob that ducked through the alleyways. Curious, he followed.

* * *

Peter made it further into the alleyways, until he saw something that made him gasp. It was the Shocker. Well, it was Herman Schultz, without his suit. Right now he was just walking through the alleyway, and Peter thought to himself, _Well, I bet Yuri'll be happy to see me bring this joker in._

He leapt to another building wall, but then he saw two more men approach Herman. Curious, he looked down and tried making out what they were saying.

Eventually, he heard Herman say, "Yeah, Fisk said the hotel, down by the museum. You boys are gonna be there, right?"

"Wouldn't miss it for the world," said one of the men. As they turned to leave, Peter leapt down in between them and Schultz, and said, "Hey, now, I hope there wasn't a party and you guys didn't invite me!"

"You!?" said Schultz. The two men pulled out guns and shot at Peter, but with his Spider-Sense, he dodged and quickly webbed them down to the ground.

"Well, Herman, I gotta say, this feels so unfair," Peter said, turning to Schultz. "But of course, that's exactly why I'm gonna have so much fun doing it."

However, Herman did something that shocked Peter. Suddenly, the helmet for his Shocker suit popped over his head, and from under his clothes, out came the gauntlets and the rest of the suit.

"Whoa!" Spider-Man said. "How'd you do that? What kind of suit have you built this time? And where do I get one?"

"Shut it!" said Schultz, shooting a shock wave that Peter quickly dodged. Herman kept fired, forcing Peter to keep his distance.

"No seriously, Herman, how did you make that suit? I can't imagine it was cheap?"

"What's it to ya?" said the Shocker.

"Well, you've been layin' low ever since you escaped from prison," said Spider-Man, continuing to dodge. "You can't possibly have stolen that much money in that short amount of time, could you?"

"Let's just say I made a new friend," said the Shocker.

"Friend? Pfft, I can't imagine you having any friends," said Spider-Man. After another shock wave, Spider-Man leapt over to the Shocker and began punching and kicking at him.

Suddenly, his Spider-Sense picked up something. He narrowly dodged another bullet, and looked over to see three people who felt awfully familiar to him. One looked like a cowboy, another was tall and burly, and the last was Asian and had a black mustache.

"You made too much of a scene, didn't ya, Schultz?" said the cowboy. "Now we gotta bail you out _again_!"

The cowboy threw a lasso at Peter, but Peter dodged to the left. The burly man charged him as he did, but Peter could not move in time and was bashed about seven feet away.

"So, you guys are tough," said Spider-Man. "But I ain't done yet!"

That was when the Asian man came closer to him, and kicked the interior of both his knees. "You're strong, boy," he said, "but the rest of us practice."

"Ow!" said Peter as he crashed on the ground. Suddenly, the Shocker fired a shock wave at the building next to him, and rubble began to collapse over Peter.

"Ugh! Fine- I'm still... fine!" Peter said as he carefully pulled himself free from the rubble. Unfortunately, when he looked up, everyone was long gone, even the men he had webbed to the ground.

* * *

Peter leaned back on a doorway on top of a building in pain as he held his walkie-talkie. He channeled the frequency, until finally, he heard Yuri's voice.

"Who is it?" she said.

"I'm on the web, Yuri," Peter said.

"Spider-Man? What is it?"

"I just found the Shocker. He was talking to these guys in the alleyway."

"What?! Schultz is back? Okay, do you know what he was doing?"

"He was talking to these guys, and I didn't hear much, but said something about a guy named Fisk, and how he's doing a thing at the hotel by the museum. I tried to catch them, but then these other guys jumped to his aid."

"Did-did you say Fisk?" said Yuri.

"Why? Is that important?" said Spider-Man.

"You have no idea," said Yuri. "What about these other guys?"

Spider-Man briefly explained to her what these other guys looked like. "Hmm, no, not ringing any bells. Well, thanks for the info, Spider-Man. We can take it from here."

"Wait, what about me?" said Spider-Man. "What do I do?"

"Nothing," said Yuri. "This is official police work, so you don't have to worry about it."

"Those guys beat me up!" said Peter. "I want another crack at them."

"Spider-Man, I started working with you so you could help stop the littler crimes. This is not a little crime. This is serious business, I need you to stay out of it!"

"But-"

"I mean it! You're not some professional detective, Spider-Man! You're a kid in spandex, for crying out loud! I will not let you get involved."

Peter groaned before saying, "Fine. Good luck then, Yuri."

"Good." said Yuri as she left the conversation.

* * *

Peter was walking back home in his casual clothes, his bones still aching from the rubble collapse. _Well, Parker, how are you gonna explain this one to Ben and May? Got hit by a subway? From above ground?_

Suddenly, a man dropped a newspaper in the trash can next to him. As Peter saw this, he couldn't help but notice something on it. Curious, he pulled it out and examined it. It was a Daily Bugle newspaper, and on it was a picture of a bald man with a huge, muscular build and a grin. Peter read, _Fisk Benefit Tonight, written by Robbie Robertson. Wilson Fisk, once known as a supposed mobster, continues to state that he has since gone straight and intends to prove it tonight. He will be hosting a gala at Golden Grand Hotel, where he will invite many benefactors donate to his newly found philanthropic causes._

Reading this article, the first thing Peter thought was, _Robbie Robertson? Seriously? Boy, your parents never gave you a chance._ But the second was, _Fisk? At a hotel? What a second... I think I see._ Peter smirked to himself. Looks like the gala had a new guest tonight.

* * *

It was clear night at the Golden Grand Hotel, and several different people were lining up to witness the benefit. Many rich people parked outside in limousines, walking through the big doors out front decked out in their finest. As they all gather in the hotel's humongous hallway, they gathered together in large crowds, chattering away at what they thought the benefit was really for.

"Bet this is a trap," said one lady.

"Bet he's just got some boys waiting behind us," said another.

Unbeknownst to anyone, Spider-Man was walking up on top of the roof. Carefully searching for an opening, he finally found a vent and crawled inside.

Carefully, Peter crawled along the ceiling, though he had to take a moment to pull himself together once he saw just how high up he was. There was a big podium up front, and many people were clamoring around the lobby. _Just what is this Fisk guy up to, anyway?_

That was when Peter saw a burly, bald man in a black suit walk up to the podium, getting ready to speak into the microphone. "Welcome, everybody. I can't thank you enough for coming on such short notice. Now, some of you may be here to say or believe the worst of me, but I assure you, I have left the life of a criminal behind me. Now, having come from a low point in this city, I can tell you that there are a lot of people you may resort to petty crimes when they don't have the means to support themselves. It's a shame, and I believe that if we eliminate an unfortunate fact like that, we can finally purge crime from this city. So, I would like to ask of you to donate to some of my causes so that I may save people from life on the street, lives of petty crime."

As Fisk kept talking, though, Peter suddenly noticed a familiar face in the crowd. It was Dan. He was decked out in some fancy clothes, but Peter could never forget that face. And Dan seemed to be carefully moving himself away from the crowd, slowly so no one would notice. Curious, Spider-Man followed him as he slunk out the door.

As both Dan and Spider-Man left the hotel, Dan began walking down towards a darker part of the street, until he slunk away into a dilapidated building. Carefully, Peter crawled his way into the building to see what was up.

Eventually, he made his way to the basement, and that's when he spotted Dan meeting with Montana, Ox, and Schultz gathering around a table of interesting looking devices.

"So, what do you think? The boys are gonna love what I came up with," said Schultz.

"Oh, yeah," said Ox. "You mind if we keep some for ourselves? The things I could do with these beauties."

"No, Mr. Fisk wants them sold to the right person," said Herman. "He's contacted the boys with the biggest pockets."

"Fisk?" said Spider-Man, causing everyone to look up. Spider-Man dropped down to say, "Sorry, guys, action's canceled."

"You fool," said Schultz, forming his Shocker uniform. Aiming his gauntlets, he fired a blast which Peter quickly jumped over. "Getting a little in over your head, aren't you, kid?"

"What does all of this have to do with Wilson Fisk?" said Spider-Man.

"I'm afraid we don't know what you're talking about, kid!" said Montana. Throwing out his lasso to grab Spider-Man, the hero dodged and grabbed Montana with a web, pulling him down to the floor.

However, Ox suddenly charged him, tackling him to the floor. "We've had about enough of you, kid. We're trying to conduct business here."

Spider-Man managed to use all his strength to heave Ox off of him, and stood back up to face the men, but they all suddenly pulled out guns to aim at him. Quickly, they all fired, and despite Spider-Man's attempts to dodge, a bullet grazed his shoulder. As Peter clutched his arm in pain, Montana quickly wrapped his lasso around him, and Ox knocked him over again.

"Say goodnight, kid!" Ox pointed his gun.

"Hold it!" cried out a voice. Everyone turned their heads to see a group of police officers emerging from the dark, led by Yuri, all with guns drawn.

"What? How?" said Ox. Thinking quickly, he managed grab Montana's lasso and heave Spider-Man onto the officers. They were all knocked down, and the crooks quickly took the opportunity to make themselves scarce.

As the officers stood up, they all briefly looked at Spider-Man with distaste before running after the crooks. As Spider-Man reopened his eyes, he saw the room was suddenly empty.

"Ugh, man. Yuri's gonna let me have it again, isn't she?" Peter said to himself.

* * *

A few minutes later, Peter was sitting up top a building in embarrassment. He examined the blood from the bullet graze on his arm, and sighed to himself. "Someday, May and Ben are gonna ask questions."

Suddenly, he heard his radio buzzing. Peter was reluctant to answer it, but then Yuri's voice rang out. "Spider-Man! Quickly! We've tracked them down to 4th and 5th! You need to get down here! Now! We can't let them get away!"

Spider-Man's eyes grew wide as the radio went silent. "Yuri? Yuri!" he cried into the radio. Quickly, he leapt off the building to swing towards 4th and 5th.

* * *

As Peter arrived, he looked around, but he couldn't see any crooks anywhere. As he carefully crawled down a wall, he heard a familiar shrill voice.

"Alright, you, what's the big idea!?" Peter shuddered as he looked over in Yuri's direction. He mentally cringed as he hopped onto the ground and said, "Uh, what's up?"

"What's up? What up?!" said Yuri. "Tell me something, Spider-Man. What is the one thing I told you not to do tonight!?"

"Not get involved with Fisk?" said Spider-Man sheepishly.

"And what did you do!?"

"Got involved with Fisk?"

"I could just- ugh!" Yuri groaned. "I told you to stay out of it! We are professionals, Spider-Man! Did you you really think we couldn't handle this!?"

"No, no!" said Peter. "It's just, I got wind of Fisk at that hotel, and I-"

"Spider-Man, I need to make one thing clear to you," said Yuri, walking up to him with rage. "Wilson Fisk is not someone you want to upset! He was the most powerful mob boss in New York for years! Even though he claims to have gone straight, he's still capable of pummeling anyone who crosses him!"

"Mob boss?" said Peter. "But, I-I just wanted to help-"

"You can help by staying out of the way!" said Yuri. "I hate to break it to you, but not every thug is defeated by a kid in spandex coming in to beat him up! Crime is a lot more complex than that! And Fisk, he knows what he's doing. Nothing phases him. He pretty much has the whole city in his pocket."

"I-I'm sorry, Yuri, okay?" said Peter.

"Then stay out of our way, kid," said Yuri as she turned to leave. "Fisk is dangerous. And I can't rest until Fisk is behind bars where he belongs."

Spider-Man noticed a change in Yuri's tone as she said that last part. "You seem... invested in this."

Yuri paused for a moment at that, and Spider-Man asked, "Something about this Fisk guy is getting to you, isn't it?"

Yuri sighed as she looked back at Peter. "I've seen Fisk do some terrible things. Everyone can tell me it's not as bad as it seems, but I know what he did." As she paused again, she turned to leave. "This is a job for real investigators, Spider-Man. I mean it, stay out of it." She walked away as Spider-Man was left to digest what she had just said.

* * *

The next day, Spider-Man was swinging through the city as usual, trying to think on everything that happened last night. _I don't Yuri's gonna be talking to me today. Man, Fisk is some kind of old Godfather, huh? But then why say he's gone straight? _He thought about the things Yuri said. _Maybe it's time I practiced a detective work._

* * *

Peter, in his normal street clothes, as he walked into an electronic store. He looked around and saw many kinds of phone equipment, cameras, all sorts of things.

"Can I help you, kid?" an employee walked over to Peter to help him.

"I'm trying to design a kind of camera that you can hide on you. Like, a spy cam."

"What for?"

"It's... a school project."

"I think we might have a few things you can use," said the employee. "This way."

* * *

After a while, Peter had taken the time to turn all that equipment he bought into spy cams. He made one to wear while he was just Peter Parker, which he would hide in his shirt, but now he was testing out the one he made to implant inside of his Spider-Man mask. It was rough to wear it, but it seemed to do what he needed it to. Carefully, he swung around the city in his Spider-Man costume, keeping an eye out for Wilson Fisk. But after so long, he was getting tired.

"Ugh, like finding a needle in a haystack," Peter said to himself. However, he suddenly spied a shiny mass moving down below in between the crowd. Looking more closely, he identified this man as Fisk. Carefully, Peter turned his mask's camera on and followed him, and was surprised to find that Fisk was walking into a familiar place: it looked like a small shop Peter had seen when he came to stop that shootout with Fancy Dan, Montana, Ox, and Aleksei Sytsevich. As Fisk walked into the establishment, Spider-Man hopped onto the roof curious. However, that was when he spotted a mysterious woman walking into the establishment. She had dark-colored skin, long, black hair with dark blonde streaks hiding in it, and a sharp piercing on the side of her head. She didn't notice Spider-Man as she walked inside, and Spider-Man, curious, tried to find a way into the place from the roof.

* * *

The mysterious woman walked through the shop, and everyone's head turned to see her. "What do you think you're doing here, lady?" said one guy.

"I have an appointment with Mr. Fisk," said the lady.

"Forget it," said another guy. "The only person he's supposed to be meeting with today is Billie George."

"Actually, gentlemen," said a voice, and everyone turned to see Fisk walking up to them, "I'd like you all to meet Wilhelmina Kristen George."

"Wha?" said another guy. "You're a woman?"

"This way, Ms. George," said Fisk, motioning for her to follow him.

Peter eventually made his way inside, and found the place was tall, and the ground was covered in cement. Looking down, he saw some guys working on motorcycles, and carrying parts around. As Peter looked around, he thought, _Oh, I see, this is some kind of chop shop, isn't it? Well, I wonder what Yuri'll say if I show all this to her?_ Crawling around on the ceiling, he tried to find something incriminating. That was when he saw Fisk holding open a door for that mysterious lady from before. Suspicious, Peter noticed an air vent right above the door, and carefully crawled his way inside.

After crawling through the vents for a while, Peter could hear voices. He then found a vent cover and could make out Fisk and George on the other side. Unfortunately, the bars across the vent cover made it hard to see, and Peter had a hard time getting was he was seeing on camera. Pressing his eye hole onto the grate, he still couldn't clearly see or hear anything. He then saw Fisk handing a picture to George, and she took it and examined it. Eventually, George nodded at Fisk, gave the picture back, and walked out.

"Dang it," Peter muttered to himself. "This footage is useless!" Suddenly, various guys from the shop outside burst into the room.

"Boss!" said one of them. "I think we saw that Spider-Kid in here!"

"What?!" said Fisk. "What's he doing here?"

"I don't know," said another guy. "I just hope he didn't just find anything."

Fisk looked around the room paranoid, as Peter looked on from above, still unable to hear anything. However, he gasped in shock when Fisk's eyes suddenly made it to the vent grate, and his eyes angrily narrowed as he saw Spider-Man.

"Up there!" he cried out and pointed, as all the guys looked up to see him. The guys pulled out some guns and aimed at the ceiling, opening fire. Peter was terrified as he crawled forward, struggling to move out of the way. However, the grate collapsed under his weight, and he landed before all the men in the room.

As Peter painfully got to his feet, he gulped as he saw Fisk and his henchmen looking down at him with angry eyes.

"So, you're the stupid Spider-Boy everyone's been talking about," said Fisk, kneeling down to Peter's height.

"It's... Spider-Man, actually," Peter squeaked.

"How much did you see?" said Fisk.

"Uh, nothing!"

"Don't lie to me, kid! What did you see!?"

"Nothing, I swear!" said Spider-Man, standing up and holding up his arms. "I promise on my own mother's grave, I didn't find a single thing as long as I was here!"

Fisk would have walked forward and strangled this boy, but, oddly enough, the tone of the kid's voice, the look in his eye...holes... somehow Fisk actually thought he was telling the truth. But still, he couldn't let him go like this.

Looking at Fisk intently, Peter suddenly noticed the picture in his hand. It was of... Yuri? Just what did Fisk want with Yuri, Peter thought. However, Fisk hid as soon as Peter was looking at it.

Suddenly, Peter's Spider-Sense buzzed in his skull as he involuntarily dodged a bullet that one of Fisk's henchmen fired at him. He looked back to face the angry men, and tried to talk his way out of it, "Look, I'm not here to cause harm! I was just going-"

BANG! Another guy fired as Peter managed to dodge, before they all ganged up on him. "How do you keep dodging like that?" one of them asked.

Peter groaned under his breath as he used his webs to grab one of the guys' pistols just as he was about to fire, and used another web to pull him down. Ducking underneath the other two guys, Peter carried the gun away, and decided to point it at the guys. Before they could react, Peter fired a shot, but it was actually aimed towards the ceiling. While the guys were distracted, Peter shot two more webs to steal their guns before throwing them back at their heads, knocking them to the floor. The guys tried getting up, but Peter ran up to them and covered them, as well as their guns, with webbing.

Peter then looked at Fisk, and saw that he was calming leaning against the wall. "I promise you, I found nothing here today. But you won't catch me, De Niro."

"Don't have to," said Fisk smugly. "I hate to break it to you, boy, but have no idea what you're up against."

Suddenly, the door burst open again, and a pair of police officers entered. Spider-Man turned to them in surprise, before Fisk said, "Oh, thank goodness you're here, officers! This Spider-Boy just broke into my motorcycle repair shop and started beating up my guys for no reason!"

Spider-Man turned to Fisk in shock, who subtly grinned at him as the officers walked forward, one saying, "Alright, c'mon, kid. You're coming with us now." However, Peter backed away from them and was about to jump up onto the ceiling to escape, when Fisk grabbed him by the arm.

"I hope you don't think I'm all talk, kid," said Fisk as he gripped Peter harder. "All this," Fisk continued, motioning to his large body, "it ain't fat. It's muscle."

Thinking quickly, Spider-Man shot some webbing into Fisk's face, before stomping on his foot and jumping back into the vent, crawling away as fast as he could go.

* * *

The two officers ran outside the shop, but Spider-Man was nowhere to be seen. "Dang it! We gotta track him down!"

Peter was already swinging further away, before stopping to rest on a rooftop. "Ugh, great, no what have I done? Yuri was right, I'm in way over my head."

However, that was when he saw George walking through the nearby alleyway. Peeking down at her, Peter decided to get a closer look. He crawled down the side of the building, getting close enough to listen to her talk.

"So, Watanabe's at a coffee shop right now, huh? Pfft, talk about a sitting duck. Well, thanks to me, she won't be giving Mr. Fisk, or anyone else, trouble ever again."

As she walked away, Peter's eyes widened with shock as he put two and two together. This lady was an assassin! And Fisk hired her to kill Yuri!

* * *

Yuri sat down at an outdoor table a coffee shop, sipping her favorite kind of latte. That was when her radio buzzed. Pulling it out of her pocket, she tuned into a frequency and heard a voice say, "Calling all available units! We are officially on the search for Spider-Man! He has been seeing breaking and entering and committing assault and battery!"

"What?" Yuri said to herself. "What did he do now?" She changed the frequency of her radio to call Spider-Man, and said, "Hey, where are you?"

"Yuri?" came Spider-Man's voice on the other end. "Oh, am I glad to hear you! You're in trouble! Fisk sent an assassin after you!"

"Wh-What!?" said Yuri.

"She's a dark-skinned lady, black hair with blonde streaks, sharp piercing on the side of her face!" Spider-Man cried out. "Wherever you are, Yuri, you've gotta run! She knows where you are!"

Suddenly, Yuri's eyes caught something. She looked up and saw her. Billie George was walking towards the coffee shop. However, Yuri actually knew exactly who she was. Quickly, Yuri decided to slink away before Billie could see her.

Managing to duck behind the building, Yuri quickly said into her radio, "Spider-Man, I need you to meet me in the alleyway at fifth!" Then she changed her channel to call other officers, and say, "Attention all units, I am under attack by Billie George! I need backup at Finers' Coffee Shop!" At that, she carefully made her way towards fifth.

* * *

Spider-Man landed in the alleyway on fifth, but fortunately, he didn't have to wait long before Yuri showed up. "Oh, good, you're okay!" he said.

"I'm-I'm sorry, I'm still processing, Fisk sent Billie George after me!?" said Yuri. "What does he want with me?"

"I don't know," said Spider-Man. "How do you know the assassin's name, though?"

"I can explain that later, okay?" said Yuri.

"Hey, what if Fisk is also the one who told the Rhino to attack you?" said Spider-Man.

"Maybe," said Yuri. "Look, we'll just get to the police station where we'll be safe. I told some officers to hit that coffee shop where I just saw George."

"Yeah, too bad they were too slow," came a voice. The two turned to face Billie holding a knife. "I saw you trying to slink away, Watanabe. But unfortunately for you, no one escapes Billie George."

Spider-Man quickly shot some webbing into Billie's face, and Yuri tried tackling her to the ground. Unfortunately, Billie was stronger and shoved her off before sitting on top of her with her knife. Quickly, Spider-Man grabbed the knife with his web and kicked her away. He shot two webs to use as a slingshot, and asked Yuri, "Grab on!" Yuri wrapped her arms around his neck and he launched them away.

Carefully, Spider-Man shot some more webs to swing them away, carrying Yuri in his arm, but eventually, he couldn't fire a web in time, and he and Yuri crashed onto a rooftop.

"Ugh, sorry!" said Peter. "It's hard to swing with one of your hands full."

"It's okay," said Yuri. "C'mon, I know a shortcut to the police station."

* * *

Eventually, the two had the police station in sight. "Alright, I can take it from here, Spidey. You should get going. You're not exactly the NYPD's favorite person right now, you know."

"Yeah, I know," said Spider-Man, sheepishly rubbing the back of his neck. He turned to walk away as Yuri walked towards the station. However, just as Yuri was almost out of sight, Peter heard her scream. He turned to see Yuri tackled to the ground, her arms restrained by Billie.

"This ends now," said Billie, aiming a gun at the back of Yuri's head. Suddenly, however, she felt the gun being ripped from her hand and she looked to see Spider-Man holding the gun in his hand.

"Back off, lady!" said Peter. "You want Yuri, you're gonna deal with me."

"Pfft, kid, please, I am a professional," Billie said, pulling out another knife. Suddenly, though, Peter aimed the gun at her, and said, "Don't even think about it!"

Billie actually laughed and said, "Please, I know you don't actually want to do it."

Peter looked at Billie, and then at Yuri on the ground. It was true, Peter didn't have it in him to kill someone. But still, "Well, no matter what, I won't let you hurt Yuri."

Suddenly, Peter fired a shot, and Billie actually ducked, before she realized that the bullet didn't even hit her. But with that distraction, Yuri managed to flip Billie off her back and wrestle with her, trying to take her knife.

"Ugh, give it up!" Yuri said.

Billie pushed back as she tried standing up. "You wish, Watanabe!" However, her shoe suddenly caught on a crack in the street, and she fell over as Yuri ended up moving out of the way.

Spider-Man and Yuri looked her over as she didn't move. Tentatively, Peter rolled her over, and they were shocked to see that she had landed on her knife, which was stuck inside her heart.

"You... you... you... animals..." Billie said.

"You attacked us!" Yuri said coldly.

"Ugh," Billie moaned, before she saw a bunch of officers pouring out of the station. "Just you wait. I know Fisk, and he'll make you wish you were never born." She pulled the knife out of her heart, causing more and more blood to come out. Peter felt like he was going to be sick, but seeing the officers coming, he looked at Yuri real quick before making himself scarce.

"What's going on here!?" said an approaching officer, before he gasped upon seeing the now-deceased George on the ground.

"This is the assassin who was after me," Yuri said simply. "Get ready, I got a story to tell."

* * *

Peter found himself resting for the night in that alleyway on fifth, about to pull off his mask.

"Hey, you might not wanna do that in public!" came a voice. Peter turned to see Yuri looking at him smugly. Quickly, Peter pulled his mask back on, and Yuri walked forward. "I just wanted to say thanks for saving my life... again."

"Oh, you're welcome, Yuri," said Peter. "Hey, how'd you find me?"

"Spider-Man, you are a creature of habit if I've ever seen one," said Yuri.

"So, who was that lady? And why did Fisk send her after you?"

"I don't know about Fisk, but George is a dangerous assassin, and we've been trying to catch her for a while now. We believe that she was involved with a whole society of assassins. So, now I have a question. Why did I get a call on my radio about you breaking and entering and assaulting people?"

"Hey, that isn't what happened!" said Spider-Man. "The truth is, I went looking for Fisk with a camera in my mask so I could record something incriminating on him."

"Are you kidding me?" said Yuri.

"Yeah, he found me and then his guys attacked me. I fought them off, but Fisk called the cops and said I started the fight."

Yuri looked thoughtful for a second. "Hang on, did you say you had a camera in your mask?"

"Yeah?" said Peter.

"Let me see it. I wanna see what footage you got. Maybe I can help you out."

"Uh, if you say so," said Peter. He turned his head to pull his camera out of his mask and put it in Yuri's hand. "But, I want it back, okay?"

"Oh, you will," said Yuri, as she took it and walked away.

* * *

Peter walked into his apartment and was greeted by Ben. "There you are, kiddo!" said Ben. "Why are you always running late?" He then saw a few bruises on Peter's face. "And what happened to your face?"

"Uh, actually," Peter said, "I saw someone getting attacked on the street. This crazy woman with a knife, and I tried to stop her."

"What?" said Ben. "Oh, Peter..."

"It's okay, the lady was taken care of," said Peter. "I'm sorry, I saw that person getting attacked and I just had to do something."

Ben looked at him oddly before smiling. "You know, kid, you've got a good heart. But maybe not a big enough brain. I'm glad you wanted to help, but I just hope that you'll know when you're in too deep."

"Trust me, Uncle Ben, I know," said Peter.

Ben sighed before putting a hand on Peter's shoulder. "I'm very glad you went out of your way to help that person, Peter. But still, if you wanna be a hero, you gotta be smart about it. You might not be able to win every fight. Don't ever be afraid to do the right thing, but don't get turned into a hamburger in the process."

"I know, Uncle Ben," said Peter. "I promise I won't try to take on more than I can chew, unless I absolutely have to."

Ben smiled. "I'm proud of you, Pete. I won't lie. You did a great thing for that person today."

* * *

About a week later, Peter had been reluctant to go out as Spider-Man lately. Not with the whole thing at Fisk's shop. In fact, Yuri hadn't called him recently. He wondered what she had done with his camera. At the moment, Peter was just relaxing on his bed when his radio crackled. Curious, he picked it up, tuned it, and heard Yuri's voice.

"Where are you?"

"On the web," said Peter.

"Good," said Yuri. "I want you to turn on a computer and see the latest story on the Daily Bugle's website." Confused, Peter pulled out his laptop and pulled up the Daily Bugle website, and was surprised at what he read.

"Lieutenant Yuri Watanabe manages to clear Spider-Boy's name with a recorder that she managed to take from him. The video confirms that he saw notorious assassin Billie George go into Wilson Fisk's motorcycle repair shop. Despite Fisk's claims that she was just a customer, the video also shows Billie saying Fisk's name just before she died. And the video also proves that Fisk's employees attacked Spider-Man first, meaning he only hurt them in self-defense. Fisk continues to deny any involvement with George's attempt on Watanabe's life or Spider-Man, and has already laid off his employees that attacked Spider-Man, who have been arrested. Police are unfortunately unable to find solid evidence of Fisk's involvement, and so cannot arrest him. However, Chief Joe Garrison insists they will keep an eye on him and proceeding with an ongoing investigation with Fisk to protect the life of Watanabe."

"What? How'd all that get on my camera?" said Peter.

"I wouldn't know, you're the one who filmed it. All I can say is that the camera was a little damaged, so it didn't record everything, including the parts where Fisk was just watching as his henchmen attacked you," said Yuri. As Peter thought about it, he realized that the damage must have been from him falling in the shop.

"Well, sorry it's not enough to get Fisk arrested, Yuri," said Peter.

"You kidding? You did me a huge favor. Fisk can't do anything right now thanks to the investigation," said Yuri. "I don't think he'll make any more attempts on my life for the time being, or else he'll be the prime suspect. I think this is what we need to prove his guilt and put him away for good. So thanks, Spider-Man."

Peter grinned. "Anytime, Yuri."

"But I should tell you," said Yuri. "Since I've had an attempt on my life by a hired assassin, the chief wants me to lay low for a while. That means I can't help you out as much as before."

"Oh," said Peter. "Well, probably for the best. I wouldn't want anything to happen to you, Yuri."

"I know," said Yuri. "Just promise me, don't go after Fisk anymore unless someone is in danger. Until then, I'll try to see to it that he falls for good."

"It's okay," said Peter. "I promise I'll stay out of trouble."

"Good," said Yuri. "Talk soon, Spider-Man."

* * *

Fisk was angrily pacing the backroom of his chop shop as Fancy Dan watched. "Boss, come on, we can get that Spider-Boy out of the way."

"Forget Spider-Boy," said Fisk. "Watanabe is still alive! And I know she'll never stay out of my way. I can't even hire a new assassin, because even if they succeeded, I'd be the police's prime suspect."

"I still can't believe that kid did all this to us," said Dan.

"Yeah..." said Fisk. "Perhaps I... underestimated the boy. We need to find out who he really is. Then... he'll never be a problem again."

* * *

**Well, here's another chapter for you all. I really hope you guys can review. I actually want some actual feedback so I can make this story just right, please.**


End file.
